FTAI Infrastructure Inc. — Director's Dealing 2024

Aug 13, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FTAI Infrastructure Inc. (FIP)
CIK: 0001899883
Period of Report: 2024-08-09

Reporting Person: FIG Buyer GP, LLC (N/A)
Reporting Person: Fortress Investment Group LLC (N/A)
Reporting Person: FIG Blue LLC (N/A)
Reporting Person: Fortress Operating Entity I LP (N/A)
Reporting Person: FIG LLC (N/A)
Reporting Person: Foundation Holdco LP (N/A)
Reporting Person: FIG Parent, LLC (N/A)
Reporting Person: FINCO I LLC (N/A)
Reporting Person: FINCO I Intermediate Holdco LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-08-09	Common Stock, par value $0.01 per share	X	4379	$1.95	Acquired	1740045	Indirect
2024-08-09	Common Stock, par value $0.01 per share	X	1452	$1.94	Acquired	1741497	Indirect
2024-08-09	Common Stock, par value $0.01 per share	X	33457	$1.94	Acquired	1774954	Indirect
2024-08-09	Common Stock, par value $0.01 per share	X	284746	$3.69	Acquired	2059700	Indirect
2024-08-09	Common Stock, par value $0.01 per share	X	960000	$3.17	Acquired	3019700	Indirect
2024-08-09	Common Stock, par value $0.01 per share	X	102710	$3.17	Acquired	3122410	Indirect
2024-08-09	Common Stock, par value $0.01 per share	X	8695652	$2.61	Acquired	11818062	Indirect
2024-08-09	Common Stock, par value $0.01 per share	S	3399501	$9.04	Disposed	8418561	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-08-09	Stock Option (right to buy)	$1.95	X	4379	Disposed	2030-08-28	Common Stock, par value $0.01 per share (4379)	Indirect
2024-08-09	Stock Option (right to buy)	$1.94	X	1452	Disposed	2030-08-31	Common Stock, par value $0.01 per share (1452)	Indirect
2024-08-09	Stock Option (right to buy)	$1.94	X	33457	Disposed	2030-09-01	Common Stock, par value $0.01 per share (33457)	Indirect
2024-08-09	Stock Option (right to buy)	$3.69	X	284746	Disposed	2031-03-25	Common Stock, par value $0.01 per share (284746)	Indirect
2024-08-09	Stock Option (right to buy)	$3.17	X	960000	Disposed	2031-09-14	Common Stock, par value $0.01 per share (960000)	Indirect
2024-08-09	Stock Option (right to buy)	$3.17	X	102710	Disposed	2031-10-12	Common Stock, par value $0.01 per share (102710)	Indirect
2024-08-09	Stock Option (right to buy)	$2.61	X	8695652	Disposed	2032-08-01	Common Stock, par value $0.01 per share (8695652)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	757340	Indirect

Footnotes

F1: Reflects securities held directly by FIG LLC, a Delaware limited liability company ("FIG"). Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. FIG Blue is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Investment Group"). FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company is the general partner of Foundation Holdco.

F2: Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 or otherwise.

F3: On August 9, 2024, FIG exercised options to purchase an aggregate of 11,818,062 shares of the Issuer's common stock at various prices as reported in the two Forms 4 filed on the date hereof. These options were net settled, resulting in the Issuer's withholding of 3,399,501 of the option shares for the exercise prices and issuing to FIG the remaining 8,418,561 shares.

F4: Reflects securities held directly by Principal Holdings I LP, a Delaware limited partnership ("Principal Holdings"). Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco") is the general partner of Principal Holdings. FIG Buyer GP, LLC, a Delaware limited liability company ("FIG Buyer"), is the general partner of Foundation Holdco.

F5: These options are fully vested and exercisable, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.

F6: Reflects the cancellation of certain options in connection with the exercise of corresponding tandem awards by an officer of the Issuer.

F7: Upon grant (August 1, 2022), such options were fully vested and become exercisable over a 30-month period in monthly installments beginning on the first of each month following the month in which the options were granted, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.