Amended Statement of Ownership (sc 13g/a)
December 28 2017 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Fortress
Investment Group LLC
(Name of Issuer)
Class A Shares
(Title of Class of Securities)
34958B106
(CUSIP Number)
December 27, 2017
(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)
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*
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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 disclosures provided in a prior cover page.
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The information required on 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 that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1
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NAME OF
REPORTING PERSON
Wainscott Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF
REPORTING PERSON
Peter L. Briger, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
IN
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The name of the issuer is Fortress Investment Group LLC (the
“Issuer”).
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(b)
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Address of Issuer’s Principal Executive Offices:
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The Issuer’s principal
executive offices are located at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
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(a)
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Name of Person Filing:
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This statement is filed by: (i) Wainscott Holdings, LLC and
(ii) Peter L. Briger, Jr.
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(b)
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Address of Principal Business Office:
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The address of the principal business office of
each of the Reporting Persons is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
Wainscott Holdings, LLC is a limited liability company organized under the
laws of Delaware, and Peter L. Briger, Jr. is a United States citizen.
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(d)
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Title of Class of Securities:
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Class A shares, no par value.
34958B106
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Item 3.
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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:
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(a)
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☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813).
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4
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(i)
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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).
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(j)
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☐
Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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On December 27, 2017, pursuant to the terms of an Agreement and Plan of
Merger, dated as of February 14, 2017, by and among SB Foundation Holdings LP, a Cayman Islands exempted limited partnership (“Parent”), Foundation Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of
Parent (“Merger Sub”), and the Issuer, as amended by that certain Amendment No. 1, dated as of July 7, 2017, Parent completed its acquisition of the Issuer via the merger of Merger Sub with and into the Issuer (the
“Merger”), with the Issuer continuing as the surviving entity in the Merger and becoming a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger, each Class A Share of the Issuer issued and outstanding as of
immediately prior to the effective time of the Merger was automatically cancelled and converted into the right to receive $8.08 in cash, without interest, less any applicable taxes required to be withheld. As a result of the Merger, the reporting
persons ceased to beneficially own any shares of the Issuer.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than 5 percent of the class of securities, check the following: ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of a Group.
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Not applicable.
Not applicable.
5
SIGNATURE
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.
December 28, 2017
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WAINSCOTT HOLDINGS, LLC
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By:
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/s/ Peter L. Briger, Jr.
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Name: Peter L. Briger, Jr.
Title: Sole member
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December 28, 2017
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By:
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/s/ Peter L. Briger, Jr.
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Name: Peter L. Briger, Jr.
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6
EXHIBIT INDEX
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Exhibit No.
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Exhibit
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1
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Joint Filing Agreement, dated February 12, 2008, by and between Wainscott Holdings, LLC and Peter L. Briger, Jr. (incorporated by reference to Exhibit No. 1 to the Schedule 13G filed by the Reporting Persons with the Securities and
Exchange Commission on February 13, 2008)
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7
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