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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (2) | 12/27/2017 | D(3) | 670,967 | (4) | (5) | Class A Shares | 670,967 | $ 8.08 | 0 | D | ||||
| FOGUs (6) | (6) | 12/27/2017 | D(7) | 7,397,290 | (6) | (6) | Class A Shares | 7,397,290 | $ 7.79 | 0 | D | ||||
| FOGUs (6) | (6) | 12/27/2017 | D(7) | 3,428,000 | (6) | (6) | Class A Shares | 3,428,000 | $ 7.79 | 0 | I | By 2010 GRAT Family Trust | |||
| FOGUs (6) | (6) | 12/27/2017 | D(7) | 3,238,640 | (6) | (6) | Class A Shares | 3,238,640 | $ 7.79 | 0 | I | By 2008 GRAT Family Trust | |||
| FOGUs (6) | (6) | 12/27/2017 | D(7) | 16,738,579 | (6) | (6) | Class A Shares | 16,738,579 | $ 7.79 | 0 | I | Wainscott Holdings, LLC | |||
| FOGUs (6) | (6) | 12/27/2017 | D(7) | 29,348,909 | (6) | (6) | Class A Shares | 29,348,909 | $ 7.79 | 0 | I | By 2017 Children?s Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Briger Peter L JR 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 |
X | X | Principal | |
| /s/ Peter L. Briger, Jr. | 12/27/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 14, 2017, as amended by Amendment No. 1, dated as of July 7, 2017 ("Merger Agreement"), by and among the issuer, SB Foundation Holdings LP. ("Parent") and Foundation Acquisition LLC, a wholly owned subsidiary of Parent, pursuant to which each of the issuer's outstanding Class A shares were converted into the right to receive $8.08 in cash, without interest, less any applicable taxes required to be withheld. |
| (2) | Each Restricted Share Unit represented a contingent right to one Class A Share. |
| (3) | Disposed of pursuant to the Merger Agreement, pursuant to which each Restricted Share Unit relating to the issuer's Class A shares, whether vested but not yet delivered or unvested, that was outstanding immediately prior to the effective time of the merger was cancelled and converted as of the effective time of the merger into the right of the holder thereof to receive a cash payment equal to the per-share merger consideration of $8.08, without interest, less any applicable withholding taxes. |
| (4) | See Issuer Proxy statement for information on vesting dates. |
| (5) | The rights attaching to Restricted Share Units generally terminate upon termination of employment. |
| (6) | A "Fortress Operating Group Unit", or "FOGU", represented one limited partner interest in each of Fortress Operating Entity I LP, FOE II (NEW) LP and Principal Holdings I LP. The Reporting Person had the right, exercisable from time to time, to exchange each FOGU for one Class A share of the Company, provided, that one Class B share of the Company (which had no economic interest in the Company) was concurrently delivered to the Company for cancellation. The Reporting Person owned Class B shares in the same amount as the Reporting Person's FOGUs. Such shares did not represent an economic interest in the Company and are not separately reported herein. The FOGUs had no expiration date. |
| (7) | Disposed of pursuant to the Founders Agreement, dated as of February 14, 2017, as amended ("Founders Agreement"), by and among the issuer, Parent, FIG Corp., a wholly owned subsidiary of the issuer ("OP Buyer"), FIG Asset Co. LLC, a wholly owned subsidiary of the issuer ("PH Buyer", and together with OP Buyer, the "Buyers"), and each of the reporting person, Wesley Edens, Principal and Co-Chairman of the issuer, and Randal Nardone, Chief Executive Officer, Principal and Director of the issuer, and their related parties (collectively, the "Sellers") that owned FOGUs, pursuant to which the Buyers purchased from the Sellers each outstanding FOGU not already owned by the issuer and its subsidiaries for $7.79 in cash (representing the agreed $8.08 purchase price per FOGU, as reduced pursuant to and in accordance with the Founders Agreement for excess distributions in the amount of $0.29 per FOGU made since the date of the Founders Agreement). |