Sec Form 3 Filing - FIG Buyer GP, LLC @ FTAI Infrastructure Inc. - 2024-05-14

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 FIG Buyer GP, 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) 05/14/2024 (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 FIG Buyer GP, LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Foundation Holdco LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FIG Parent, LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FINCO I LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FINCO I Intermediate Holdco LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Signatures FIG BUYER GP, LLC, By: /s/ David N. Brooks, its Secretary 05/24/2024 Signature of Reporting Person Date FOUNDATION HOLDCO LP, By: FIG Buyer GP, LLC, its general partner, By: /s/ David N. Brooks, its Secretary 05/24/2024 Signature of Reporting Person Date FIG PARENT, LLC, By: /s/ David N. Brooks, its Secretary 05/24/2024 Signature of Reporting Person Date FINCO I LLC, By: /s/ David N. Brooks, its Secretary 05/24/2024 Signature of Reporting Person Date FINCO I INTERMEDIATE HOLDCO LLC, By: /s/ David N. Brooks, its Secretary 05/24/2024 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 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. ( 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 securitie s 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. Fortress Investment Group and certain of its affiliates (the "Other Fortress Entities", and together with Fortress Investment Group, "Fortress") filed a Form 3 on May 10, 2024 reporting their beneficial ownership in Issuer securities. On May 14, 2024, pursuant to an internal reorganization (the "Internal Reorganization") consummated in connection with a series of transactions involving Fortress management, Mubadala Investment Company ("Mubadala") and SoftBank Group Corp., in which Fortress management and a consortium led by Mubadala's wholly owned asset management subsidiary Mubadala Capital, indirectly acquired all of the economic interest in Fortress Investment Group (the "Mubadala Transaction"), the Reporting Persons may be deemed to have acquired beneficial ownership of the securities beneficially owned by Fortress Investment Group at the time of the Mubadala Transaction reported herein. This Form 3 represents an initial Form 3 filed by the Reporting Persons with respect to their beneficial ownership of the securities reported herein. The Other Fortress Entities have separately filed a Form 3 reporting their beneficial ownership in Issuer securities. The Reporting Persons intend to file any future required Section 16 reports jointly with the Other Fortress Entities, if applicable.

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).

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