Amended Statement of Ownership (sc 13g/a)

NAME OF REPORTING PERSON

Wesley R. Edens

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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)

*	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.

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).


CUSIP No.: 34958B106

Item 1.

(a)

Name of Issuer:

The name of the issuer is Fortress Investment Group LLC (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

Item 2.

(a)

Name of Person Filing:

This statement is filed by Wesley R. Edens.

(b)

Address of Principal Business Office:

The address of the principal business office of the Reporting Person is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

(c)

Citizenship:

The Reporting Person is a United States citizen.

(d)

Title of Class of Securities:

Class A shares, no par value.

(e)

CUSIP Number:

34958B106

Item 3.

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:


(a)		☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)		☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)		☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)		☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)		☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)		☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)		☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)		☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).



(i)		☐ 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).

(j)		☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

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 person ceased to beneficially own any shares of the Issuer.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☒

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of a Group.

Not applicable.

Item 10.

Certification.

Not applicable.

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