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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
New Fortress Energy LLC [ NFE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(1) | (1) | 05/05/2020 | A(2)(3) | 2,505,312 | (1) | (1) | Class A Shares | 2,505,312 | $0.00 | 69,347,698 | I | See Footnote(2) |
Explanation of Responses: |
1. The New Fortress Intermediate LLC ("NFI") operating agreement provides certain holders of NFI common units ("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 ("Class A Shares") of New Fortress Energy LLC (the "Issuer") 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. |
2. These NFI LLC Units 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"), of which the reporting person and WRE 2012 Trust LLC (an entity controlled by the reporting person) are limited partners, and which is indirectly controlled by Fortress Investment Group LLC ("FIG"), the indirect parent of the Issuer through its indirect ownership of Issuer Class B shares. |
3. On May 5, 2020, FIG allocated these NFI LLC units held by New Fortress Energy Holdings to the reporting person in a transaction approved in advance by the board of directors of the Issuer. |
Remarks: |
/s/ Wesley R. Edens, by Cameron D. MacDougall as Attorney-in-Fact | 05/07/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |