Sec Form 13D Filing - Fortress Operating Entity I LP filing for DRIVE SHACK INC PFD SER D 8.37 (DSHKN) - 2021-04-01

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Item 1. Security and the Issuer.

 

This Amendment No. 3 to Schedule 13D amends the Schedule 13D originally filed on May 19, 2015 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on October 11, 2016 (“Amendment No. 1”) and Amendment No. 2 filed on August 16, 2019 (“Amendment No. 2”), and relates to the common stock, par value $0.01 per share (the “Common Shares”), of Drive Shack Inc., a Maryland corporation (the “Issuer”). Further, to the extent applicable, the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and this filing, is hereby adopted as the first amendment to Schedule 13D of FIG LLC in respect of the Common Shares. Disclosure Items set forth in the Original Schedule 13D, as modified by Amendment No. 1 and Amendment No. 2, shall remain in effect except to the extent expressly amended hereby. The address of the Issuer’s principal executive offices is 218 West 18th Street, 3^rd Floor, New York, NY 10011.

 

Item 2. Identity and Background.

 

Items 2(c) through (f) are hereby amended and restated as follows:

 

 

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated as follows:

 

(a) and (b)

FIG LLC may be deemed to beneficially own and share the power to vote and dispose of 3,487,992 Common Shares, including 909,399 Common Shares held by it and 2,578,593 Common Shares that FIG LLC may acquire by exercising options to purchase Common Shares within 60 days, which represents 3.7% of the Common Shares outstanding.

 

Each of the other Reporting Persons may also be deemed to beneficially own and share the power to vote and dispose of the 3,487,992 Common Shares beneficially owned by FOE I, by virtue of FOE I being the Class A Member of FIG LLC, FIG Corp. being the general partner of FOE I, and by virtue of Fortress’s ownership of all of the interests of FIG Corp.

 

All percentages of Common Shares outstanding contained herein are based on 91,291,255 Common Shares outstanding as of February 22, 2021, plus 2,578,593 Common Shares the beneficial ownership of which may be acquired by the Reporting Persons upon the exercise of options within 60 days of the date hereof.

(c)          On March 24, 2021, FIG LLC settled its exercise of options to purchase an aggregate 1,048,652 Common Shares at an exercise price of $1.00 per share on a net settlement basis, acquiring a total of 736,551 Common Shares after the withholding of 312,101 Common Shares for the payment of the exercise price of such options. No Reporting Person or Covered Persons effected any transactions in the Common Shares in the past 60 days, except as described in this Item 5(c) and in Amendment Nos. 5 and 6 to Schedule 13D filed by Wesley R. Edens on February 3, 2021 and March 18, 2021, respectively.

(d)          Not applicable.

(e)          On March 24, 2021, the Reporting Persons ceased to beneficially own more than 5% of the Common Shares outstanding.

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

 

Annex A is hereby amended and restated as follows:

 

FIG Corp. is the General Partner of Fortress Operating Entity I LP.

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY USA 10105.

Directors and Officers of FIG Corp.:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY USA 10105.

 

Directors and Officers of Fortress Investment Group LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY USA 10105.

 

Directors and Officers of FIG LLC:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY USA 10105.