Sec Form 4 Filing - Fortress Investment Group LLC @ Intrawest Resorts Holdings, Inc. - 2014-02-18

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
Fortress Investment Group LLC
2. Issuer Name and Ticker or Trading Symbol
Intrawest Resorts Holdings, Inc. [ SNOW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
NEW YORK, NY10105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock, $0.01 par value per share 02/18/2014 S 2,343,750 D $ 11.22 27,038,250 I By Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. ( 1 ) ( 2 ) ( 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
FIG LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
FIG Corp.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
Intrawest Cayman GP Ltd.
C/O FORTRESS INVESTMENT GROUP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
Intrawest Cayman L.P.
C/O FORTRESS INVESTMENT GROUP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
Intrawest Holdings S.a.r.l.
C/O FORTRESS INVESTMENT GROUP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
Intrawest S.a.r.l.
C/O FORTRESS INVESTMENT GROUP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
Intrawest Europe Holdings S.a.r.l.
C/O FORTRESS INVESTMENT GROUP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X X
Signatures
/s/ Cameron MacDougall, as Authorized Signatory of Fortress Investment Group LLC 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of FIG LLC 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of Fortress Operating Entity I LP 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of FIG Corp. 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Cayman GP Ltd. 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Cayman L.P. 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Holdings S.a r.l. 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest S.a. r.l. 02/20/2014
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Europe Holdings S.a. r.l. 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Intrawest Resorts Holdings, Inc. common stock are held by Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. Intrawest Europe Holdings S.a r.l. directly owns 18,661,850 shares of the common stock and Intrawest S.a r.l. directly owns 8,376,400 shares of the common stock. Intrawest Europe Holdings S.a r.l. owns 100% of Intrawest S.a r.l. Intrawest Cayman L.P. owns 100% of Intrawest Holdings S.a r.l., which owns 100% of Intrawest Europe Holdings S.a r.l. Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D), L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., (continued in footnote 2)
( 2 )(continued from footnote 1) Fortress Investment Fund IV (Coinvestment Fund D), L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., Fortress Investment Fund IV (Coinvestment Fund G) L.P., Fortress IW Coinvestment Fund IV (Fund A) L.P., Fortress IW Coinvestment Fund IV (Fund B) L.P., Fortress IW Coinvestment Fund IV (Fund C) L.P., Fortress IW Coinvestment Fund IV (Fund D), L.P., and Fortress IW Coinvestment Fund IV (Fund G) L.P. (collectively, the "Funds") collectively own 82.1% of the common units and 88.7% of the Class A Preferred Units of Intrawest Cayman L.P. FIG LLC is the investment manager of each of the Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC and the general partners of each of the Funds. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC. (continued in footnote 3)
( 3 )(continued from footnote 2) Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.

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