10/02/2025 | Press release | Distributed by Public on 10/02/2025 14:03
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock(1) | $8.18 | 09/30/2025 | J(2) | 0 (2) | 02/26/2025 | (1) | Common Stock | 517,199(3) | $ 0 (2) | 160,000 | I | See footnote(4)(5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LIF AIV 1, L.P. 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
X | X | ||
Labor Impact Fund, L.P. 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
X | X | ||
GCM Investments GP, LLC 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO, IL 60611 |
X | X | ||
Grosvenor Capital Management Holdings, LLLP 900 NORTH MICHIGAN AVE SUITE 1100 CHICAGO, IL 60611 |
X | X | ||
GCM Grosvenor Holdings, LLC 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
X | X | ||
GCM Grosvenor Inc. 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
X | X | ||
GCM V, LLC 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
X | X | ||
Sacks Michael Jay 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
X | X |
LIF AIV 1, L.P., By: GCM Investments GP, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory | 10/02/2025 | |
**Signature of Reporting Person | Date | |
Labor Impact Fund, L.P., By: GCM Investments GP, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory | 10/02/2025 | |
**Signature of Reporting Person | Date | |
GCM Investments GP, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory | 10/02/2025 | |
**Signature of Reporting Person | Date | |
Grosvenor Capital Management Holdings, LLLP, By: GCM Grosvenor Holdings, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory | 10/02/2025 | |
**Signature of Reporting Person | Date | |
GCM Grosvenor Holdings, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory | 10/02/2025 | |
**Signature of Reporting Person | Date | |
GCM Grosvenor Inc., By: /s/ Burke J. Montgomery, Authorized Signatory | 10/02/2025 | |
**Signature of Reporting Person | Date | |
GCM V, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory | 10/02/2025 | |
**Signature of Reporting Person | Date | |
/s/ Michael J. Sacks | 10/02/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Consists of Series B Convertible Junior Preferred Stock (the "Series B Preferred Stock") of FTAI Infrastructure Inc. (the "Issuer") held by LIF AIV 1, L.P. ("LIF AIV") and Labor Impact Fund, L.P. ("Labor Impact Fund"). Each share of Series B Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer equal to the quotient of the Liquidation Value (as defined in the Certificate of Designations governing the Series B Preferred Stock) in effect at the time of conversion divided by the Conversion Price (each as defined in the Certificate of Designations governing the Series B Preferred Stock). |
(2) | LIF AIV and Labor Impact Fund received a dividend on 160,000 shares of Series B Preferred Stock owned by LIF AIV and Labor Impact Fund on the dividend record date by way of an increase in the Stated Value of such Series B Preferred Stock. Such dividend represents a quarterly compounding regular dividend equal to 10% per annum with respect to the immediately preceding quarter in accordance with the terms of the certificate of designations governing the Series B Preferred Stock. |
(3) | Represents the additional number of shares of Common Stock into which the Series B Preferred Stock owned by LIF AIV and Labor Impact Fund is convertible as a result of the dividend. As of the date hereof, the Series B Preferred Stock owned in the aggregate by LIF AIV and Labor Impact Fund is convertible into a total of 20,755,365 shares of Common Stock. |
(4) | The shares of Series B Preferred Stock reported herein are held directly by LIF AIV and Labor Impact Fund, and indirectly by: (i) GCM Investments GP, LLC ("GCM GP") as the general partner of each of LIF AIV and Labor Impact Fund; (ii) Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital Holdings") as the sole member of GCM GP; (iii) GCM Grosvenor Holdings, LLC ("GCM Holdings") as the general partner of Grosvenor Capital Holdings; (iv) GCM Grosvenor Inc. ("GCM Grosvenor") as the sole member of GCM Holdings; (v) GCM V, LLC ("GCM V") as a shareholder of GCM Grosvenor; and (vi) Michael J. Sacks, as the manager of GCM V (collectively, the "Reporting Persons"). |
(5) | Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock underlying the Series B Preferred Stock except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
Remarks: The Reporting Persons may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Matthew Rinklin, an employee of GCM Grosvenor L.P., an affiliate of the Reporting Persons, currently serves on the board of directors of the Issuer. |