Sec Form 4 Filing - NARDONE RANDAL A @ Fortress Investment Group LLC - 2014-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NARDONE RANDAL A
2. Issuer Name and Ticker or Trading Symbol
Fortress Investment Group LLC [ FIG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Principal and CEO
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2014
(Street)
NEW YORK, NY10105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/18/2014 S 720,000 D $ 8.04 1 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Fortress Operating Group Units ( 1 ) ( 1 ) 03/18/2014 D 4,380,000 ( 1 ) ( 1 ) Class A Shares 4,380,000 $ 8.04 35,962,520 D
Fortress Operating Group Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Shares 3,960,964 3,960,964 I By 2011 Grantor Annuity Trust ( 2 )
Fortress Operating Group Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Shares 952,859 952,859 I By Family Trust ( 2 )
Fortress Operating Group Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Shares 585,278 585,278 I By 2012 Grantor Annuity Trust ( 2 )
Fortress Operating Group Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Shares 1,776,399 1,776,399 I By 2012 Grantor Annuity Trust ( 2 )
Fortress Operating Group Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Shares 2,724,500 2,724,500 I By 2013 Grantor Annuity Trust ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NARDONE RANDAL A
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X X Principal and CEO
Signatures
/s/ Randal A. Nardone 03/19/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )A "Fortress Operating Group Unit" represents one limited partner interest in each of Fortress Operating Entity I LP, FOE II (New) LP, and Principal Holdings I LP. The Reporting Person has the right, exercisable from time to time, to exchange each Fortress Operating Group Unit for one Class A share of the issuer; provided, that one Class B share of the issuer (which has no economic interest in the issuer) is concurrently delivered to the issuer for cancellation. The Reporting Person owns Class B shares in the same amount as the Reporting Person's Fortress Operating Group Units. Such shares represent no economic interest in the issuer and are not separately reported herein. The Fortress Operating Group Units have no expiration date.
( 2 )The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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