SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EDENS WESLEY R

(Last) (First) (Middle)
111 W. 19TH STREET, 8TH FLOOR

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Fortress Energy LLC [ NFE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Class A shares 02/04/2019 P 2,500,000(1) A $14 2,500,000(1) D
Class B shares(2)(3) 147,058,824(3) I See footnote(3)
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 Securities Underlying Derivative Security (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: 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
New Fortress Intermediate LLC Units(3) $0 (4) (4) Class A shares 147,058,824 147,058,824(3) I See footnote(3)
Explanation of Responses:
1. 2,500,000 Class A shares representing limited liability company interests in New Fortress Energy LLC (the "Issuer") were purchased in the Issuer's initial public offering.
2. Class B shares represent limited liability company interests in the Issuer and have no economic right, but entitles its holder to one vote per Class B share on all matters to be voted on by shareholders generally.
3. These Class B shares and common units ("NFI LLC Units") of New Fortress Intermediate LLC ("NFI") are held directly by New Fortress Energy Holdings LLC ("New Fortress Energy Holdings"). New Fortress Energy Holdings is majority owned and controlled by Fortress Equity Partners (A) LP (the "Fortress Shareholder"). Fortress Shareholder is controlled by the reporting person. The reporting person exercises voting power over the shares held by New Fortress Energy Holdings and may be deemed to be the beneficial owner thereof. The reporting person has the right to acquire beneficial ownership of his pro rata portion of the Class B shares and corresponding NFI LLC Units held directly by New Fortress Energy Holdings at his election pursuant to the limited liability company agreement of NFI (the "NFI LLC Agreement") and may be deemed to share dispositive power over such Class B shares and NFI LLC Units.
4. The NFI LLC Agreement provides certain holders of NFI LLC Units with certain rights to cause NFI to acquire all or a portion of the NFI LLC Units (the "Redemption Right") for, at NFI's election, (a) Class A shares at a redemption ratio of one Class A share for each NFI LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a Class A share on the trading day that is immediately prior to the date of the redemption. The NFI LLC Units and the right to exercise the Redemption Right have no expiration date.
/s/ Wesley R. Edens, by Cameron D. MacDougall as Attorney-in-Fact 02/06/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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