Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
KORE Group Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
50066V305
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☑ |
Rule 13d-1(c)
|
| ☐ |
Rule 13d-1(d)
|
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosure provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
Fortress Lending II Holdings L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
915,200
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
915,200
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
915,200
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%1
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
________________________
| 1 |
The percentage of Common Stock (as defined below in Item 2(d)) is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2024, plus 915,200 shares issuable upon the conversion of certain notes.
|
2
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
Fortress Lending Advisors II LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
915,2001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
915,2001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
915,200
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, IA
|
________________________
| 1 |
Solely in its capacity as the investment adviser to Fortress Lending II Holdings L.P.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 915,200 shares issuable upon the conversion of certain notes.
|
3
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
FIG LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
________________________
| 1 |
Solely in its capacity as the holder of all membership interests in certain investment advisers, including Fortress Lending Advisors II LLC, that may be deemed to beneficially own notes convertible
into Common Stock.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
4
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
Fortress Operating Entity I LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
PN, HC
|
________________________
| 1 |
Solely in its capacity as the holder of all of the issued and outstanding membership interests of FIG LLC and as the indirect parent of the general partners of certain investment funds that hold
notes convertible into Common Stock.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
5
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
FIG Blue LLC (f/k/a FIG Corp.)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
________________________
| 1 |
Solely in its capacity as the general partner of Fortress Operating Entity I LP.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
6
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
Fortress Investment Group LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
________________________
| 1 |
Solely in its capacity as the holder of all issued and outstanding shares of FIG Blue LLC.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
7
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
FINCO I Intermediate Holdco LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
________________________
| 1 |
Solely in its capacity as the sole member of Fortress Investment Group LLC.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
8
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
FINCO I LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
________________________
| 1 |
Solely in its capacity as the sole member of FINCO I Intermediate Holdco LLC.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
9
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
FIG Parent, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
________________________
| 1 |
Solely in its capacity as the sole member of FINCO I LLC.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
10
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
Foundation Holdco LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
PN, HC
|
________________________
| 1 |
Solely in its capacity as the sole member of FIG Parent, LLC.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
11
|
CUSIP No.
|
50066V305
|
|
1
|
NAME OF REPORTING PERSON
FIG Buyer GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWE
R
1,920,0001
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,920,0001
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
________________________
| 1 |
Solely in its capacity as the general partner of Foundation Holdco LP.
|
| 2 |
The percentage of Common Stock is based on 18,092,784 shares outstanding as of August 12, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024, plus 1,920,000 shares issuable upon the conversion of certain notes.
|
12
EXPLANATORY NOTE
This Schedule 13G constitutes (i) Amendment No. 1 to the Schedule 13G on behalf of FINCO I Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, Foundation Holdco LP
and FIG Buyer GP, LLC and (ii) Amendment No. 4 to the Schedule 13G on behalf of Fortress Lending Fund II Holdings L.P., Fortress Lending Advisors II LLC, FIG LLC, Fortress Operating Entity I LP, FIG Blue LLC (f/k/a/ FIG Corp.) and Fortress Investment
Group LLC.
As disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024, the Issuer effected a 1-for-5 reverse stock
split effective July 1, 2024. All number of securities reported as beneficially owned by the Reporting Persons in this Schedule 13G reflects the effect of the reverse stock split.
| Item 1(a) |
Name of Issuer
|
The name of the issuer is KORE Group Holdings, Inc. (the “Issuer”).
| Item 1(b) |
Address of Issuer’s Principal Executive Offices
|
The Issuer’s principal executive offices are located at: 3 Ravinia Drive NE, Suite 500, Atlanta, GA, 30346.
| Item 2(a) |
Name of Person Filing
|
This statement is filed by (collectively, the “Reporting Persons”):
| (i) |
Fortress Lending II Holdings L.P., a Cayman Islands exempted limited partnership, which directly holds notes convertible into Common Stock (as defined below);
|
| (ii) |
Fortress Lending Advisors II LLC, a Delaware limited liability company, which is the investment adviser to Fortress Lending II Holdings L.P. and may therefore be
deemed to beneficial own the Common Stock beneficially owned thereby;
|
| (iii) |
FIG LLC, a Delaware limited liability company, which is the holder of all membership interests in investment advisers (including Fortress Lending Advisors II LLC) to
certain investment funds that hold notes convertible into Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;
|
| (iv) |
Fortress Operating Entity I LP, a Delaware limited partnership, which is (i) the holder of all of the issued and outstanding membership interests of FIG LLC and (ii)
the indirect parent of the general partners of certain investment funds that hold notes convertible into Common Stock and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;
|
| (v) |
FIG Blue LLC (f/k/a FIG Corp.), a Delaware limited liability company, which is the general partner of Fortress Operating Entity I LP and may therefore be deemed to
beneficially own the Common Stock beneficially owned thereby;
|
| (vi) |
Fortress Investment Group LLC, a Delaware limited liability company, which is the sole member of FIG Blue LLC and may therefore be deemed to beneficially own the
Common Stock beneficially owne
d thereby;
|
13
| (vii) |
FINCO I Intermediate Holdco LLC, a Delaware limited liability company, which is the sole member of Fortress Investment Group LLC and may therefore be deemed to
beneficially own the Common Stock beneficially owned thereby;
|
| (viii) |
FINCO I LLC, a Delaware limited liability company, which is the sole member of FINCO I Intermediate Holdco LLC and may therefore be deemed to beneficially own the
Common Stock beneficially owned thereby;
|
| (ix) |
FIG Parent, LLC, a Delaware limited liability company, which is the sole member of FINCO I LLC and may therefore be deemed to beneficially own the Common Stock
beneficially owned thereby;
|
| (x) |
Foundation Holdco LP, a Delaware limited partnership, which is the sole member of FIG Parent, LLC and may therefore be deemed to beneficially own the Common Stock
beneficially owned thereby; and
|
| (xi) |
FIG Buyer GP, LLC, a Delaware limited liability company, which is the general partner of Foundation Holdco LP and may therefore be deemed to beneficially own the
Common Stock beneficially owned thereby.
|
The Joint Filing Agreement among the Reporting Persons to file this Amendment No. 4 to Schedule 13G jointly in
accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached as Exhibit A herein.
| Item 2(b) |
Address of Principal Business Office or, if None, Residence
|
The address of the principal business office of each Reporting Person is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New
York, NY 10105.
| Item 2(c) |
Citizenship
|
See Item 4 of each of the cover pages.
| Item 2(d) |
Title of Class of Securities
|
Common Stock, par value $0.0001 per share (“Common Stock”).
| Item 2(e) |
CUSIP No.
|
50066V305
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
| (a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
| (b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
| (c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
| (d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
|
| (e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
14
| (f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
| (g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
| (h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813).
|
| (i) |
☐ A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
| (j) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
| Item 4. |
Ownership
|
| (a) |
Amount Beneficially Owned: See Item 9 of each of the cover pages.
|
| (b) |
Percent of Class: See Item 11 of each of the cover pages.
|
| (c) |
Number of Shares as to which such person has:
|
| (i) |
Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
|
| (ii) |
Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
|
| (iii) |
Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
|
| (iv) |
Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
|
| Item 5. |
Ownership of Five Percent or Less of a Class
|
Fortress Lending Fund II Holdings L.P. and Fortress Lending Advisors II LLC ceased to be the beneficial owners of more than five
percent of the total issued and outstanding shares of Common Stock.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group
|
Not applicable.
15
| Item 10. |
Certification
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
16
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
|
Fortress Lending II Holdings L.P.
|
||
|
By:
|
Fortress Lending Advisors II LLC, its investment adviser
|
|
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
Fortress Lending Advisors II LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
FIG LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brook
|
||
|
Title: Secretary
|
||
|
Fortress Operating Entity I LP
|
||
|
By:
|
FIG Blue LLC, its general partner
|
|
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
FIG Blue LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
Fortress Investment Group LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
FINCO I Intermediate Holdco LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
FINCO I LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
FIG Parent, LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
Foundation Holdco LP
|
||
|
By:
|
FIG Buyer GP, LLC, its general partner
|
|
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||
|
FIG Buyer GP, LLC
|
||
|
By:
|
/s/ David Brooks
|
|
|
Name: David Brooks
|
||
|
Title: Secretary
|
||