Post-effective Amendment to an S-8 Filing (s-8 Pos)
28 Dicembre 2017 - 12:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 27, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to Form
S-8
Registration Statement
No. 333-211828
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-195621
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-140576
UNDER
THE SECURITIES ACT OF 1933
Fortress
Investment Group LLC
(Exact name of registrant as specified in its charter)
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Delaware
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20-5837959
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1345 Avenue of the Americas
46th Floor
New York, New
York 10105
(Address of principal executive offices, including zip code)
FORTRESS INVESTMENT GROUP LLC 2016 OMNIBUS EQUITY INCENTIVE PLAN
FORTRESS INVESTMENT GROUP LLC AMENDED AND RESTATED 2007 OMNIBUS EQUITY INCENTIVE PLAN
FORTRESS INVESTMENT GROUP LLC 2007 OMNIBUS EQUITY INCENTIVE PLAN
(Full title of the plans)
David N. Brooks, Esq.
Vice President, General Counsel and Secretary
Fortress Investment Group LLC
1345 Avenue of the Americas
46th Floor
New York, New
York 10105
(212)
798-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of
the
Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐
EXPLANATORY NOTE
These Post-Effective Amendments relate to the following Registration Statements on Form
S-8
(the
Registration Statements) filed by Fortress Investment Group LLC, a Delaware limited liability company (the Company), with the Securities and Exchange Commission:
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1.
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Registration Statement
No. 333-211828,
filed on June 3, 2016, registering an additional 57,260,160 Class A shares of the Company, issuable under the Fortress
Investment Group LLC 2016 Omnibus Equity Incentive Plan;
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2.
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Registration Statement
No. 333-195621,
filed on May 1, 2014, registering an additional 66,593,848 Class A shares of the Company, issuable under the Fortress
Investment Group LLC Amended and Restated 2007 Omnibus Equity Incentive Plan; and
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3.
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Registration Statement
No. 333-140576,
filed on February 9, 2007, registering an additional 115,000,000 Class A shares of the Company, issuable under the Fortress
Investment Group LLC 2007 Omnibus Equity Incentive Plan.
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On December 27, 2017, pursuant to the terms and conditions of
the Agreement and Plan of Merger (the Merger Agreement), dated as of February 14, 2017, as amended by that certain Amendment No. 1, dated as of July 7, 2017, by and among the Company, SB Foundation Holdings LP, a Cayman
Islands exempted limited partnership (Parent), and Foundation Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company, with the
Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the Merger).
As a result of the
Merger, the Company has terminated all offerings of Class A shares pursuant to the Registration Statements. Accordingly, pursuant to undertakings contained in the Registration Statements to remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing these post-effective amendments to the Registration Statements to deregister all of such securities of the Company
registered but unsold under the Registration Statements, if any, as of the effective time of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8
and has duly caused these post-effective amendments to Registration Statements on Form
S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on this 27th day of December, 2017.
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FORTRESS INVESTMENT GROUP LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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General Counsel
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Note: no other person is required to sign these post-effective amendments to Registration Statements on Form
S-8
in reliance on Rule 478 of the Securities Act of 1933, as amended.
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