Sec Form 3 Filing - Fortress Investment Group LLC @ FTAI Infrastructure Inc. - 2024-05-02

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Fortress Investment Group LLC 2. Issuer Name and Ticker or Trading Symbol FTAI Infrastructure Inc. [ FIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2024 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 1.95 ( 1 ) 08/28/2030 Common Stock, par value $0.01 per share 4,379 I See Footnotes ( 2 ) ( 3 ) Stock Option (right to buy) $ 1.94 ( 1 ) 08/31/2030 Common Stock, par value $0.01 per share 1,452 I See Footnotes ( 2 ) ( 3 ) Stock Option (right to buy) $ 1.94 ( 1 ) 09/01/2030 Common Stock, par value $0.01 per share 33,457 I See Footnotes ( 2 ) ( 3 ) Stock Option (right to buy) $ 3.69 ( 1 ) 03/25/2031 Common Stock, par value $0.01 per share 355,932 ( 4 ) I See Footnotes ( 2 ) ( 3 ) Stock Option (right to buy) $ 3.17 ( 1 ) 09/14/2031 Common Stock, par value $0.01 per share 1,200,000 ( 4 ) I See Footnotes ( 2 ) ( 3 ) Stock Option (right to buy) $ 3.17 ( 1 ) 10/12/2031 Common Stock, par value $0.01 per share 128,386 ( 4 ) I See Footnotes ( 2 ) ( 3 ) Stock Option (right to buy) $ 2.61 ( 5 ) 08/01/2032 Common Stock, par value $0.01 per share 10,869,565 ( 4 ) I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FIG Corp. 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FIG LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Signatures FORTRESS INVESTMENT GROUP LLC, By: /s/ David N. Brooks, its Secretary 05/10/2024 Signature of Reporting Person Date FIG Corp., By: /s/ David N. Brooks, its Secretary 05/10/2024 Signature of Reporting Person Date FORTRESS OPERATING ENTITY I LP, By: FIG Corp., its general partner,By: /s/ David N. Brooks, its Secretary 05/10/2024 Signature of Reporting Person Date FIG LLC, By: /s/ David N. Brooks, its Secretary 05/10/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options are fully vested and exercisable. ( 2 )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 Corp., a Delaware corporation, is the general partner of FOE I. FIG Corp. is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company. ( 3 )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. ( 4 )FIG has agreed not to exercise a portion of these options pursuant to the terms of certain tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards. ( 5 )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.

Remarks: Due to the limitation on the number of transactions that can be reported on a single Form 3, this Form 3 is the second of two being filed by the reporting persons on the date hereof.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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