Sec Form 3 Filing - Fortress Worldwide Transportation & Infrastructure GP LLC @ Fortress Transportation & Infrastructure Investors LLC - 2015-05-14

FORM 3 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 Worldwide Transportation & Infrastructure GP LLC 2. Issuer Name and Ticker or Trading Symbol Fortress Transportation & Infrastructure Investors LLC [ FTAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2015 (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 Shares 53,502,873 I See footnote ( 1 )

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 Worldwide Trans portation & Infrastructure GP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Fortress Worldwide Transportation & Infrastructure Investors LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Signatures /s/ Demetrios Tserpelis, Authorized Signatory 05/14/2015 Signature of Reporting Person Date By: Fortress Worldwide Transportation and Infrastructure GP LLC, its general partner, By: /s/ Demetrios Tserpelis, Authorized Signatory 05/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fortress Worldwide Transportation and Infrastructure GP LLC is the general partner of Fortress Worldwide Transportation and Infrastructure Investors LP and FTAI Offshore Holdings L.P. The amount of securities indirectly held by Fortress Worldwide Transportation and Infrastructure GP LLC include 48,157,963 shares owned by Fortress Worldwide Transportation and Infrastructure Investors LP and 5,344,910 shares owned by FTAI Offshore Holdings L.P.

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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