FTAI Infrastructure Inc.

10/02/2025 | Press release | Distributed by Public on 10/02/2025 14:03

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LIF AIV 1, L.P.
2. Issuer Name and Ticker or Trading Symbol
FTAI Infrastructure Inc. [FIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE, SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
(Street)
CHICAGO, IL 60611
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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)
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 (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)
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 Owners

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

Signatures

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

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
FTAI Infrastructure Inc. published this content on October 02, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 02, 2025 at 20:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]