Sec Form 3 Filing - Fortress Investment Group LLC @ NEXTNAV INC. - 2021-10-28

Insider filing report for Changes in Beneficial Ownership
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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 Investment Group LLC
2. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN]
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)
10/28/2021
(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, par value $0.0001 per share 2,500,000 I See Footnotes ( 1 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common stock, par value $0.0001 per share 11,678,054 I See Footnotes ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
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, 46TH FLOOR
NEW YORK, NY10105
X
Hybrid GP Holdings LLC
1345 AVENUE OF THE AMERICAS
46TH FLOOR
NEW YORK, NY10105
X
Hybrid GP Holdings (Cayman) LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY10105
X
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
FIG Corp.
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
FIG LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
CF NNAV-E LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
Signatures
FORTRESS INVESTMENT GROUP LLC/s/ David N. BrooksSecretary 10/28/2021
Signature of Reporting Person Date
HYBRID GP HOLDINGS LLC/s/ David N. BrooksSecretary 10/28/2021
Signature of Reporting Person Date
HYBRID GP HOLDINGS (CAYMAN) LLCBy: Hybrid GP Holdings LLC/s/ David N. BrooksSecretary 10/28/2021
Signature of Reporting Person Date
FORTRESS OPERATING ENTITY I L.P./s/ David N. BrooksSecretary 10/28/2021
Signature of Reporting Person Date
FIG CORP./s/ David N. BrooksSecretary 10/28/2021
Signature of Reporting Person Date
FIG LLC/s/ David N. BrooksSecretary 10/28/2021
Signature of Reporting Person Date
CF NNAV-E LLC/s/ David N. BrooksSecretary 10/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held directly by CF NNAV-P LLC ("CF NNAV-P").
( 2 )Held directly by CF NNAV-E LLC ("CF NNAV-E").
( 3 )FCOF V UB Investments L.P., a Cayman Islands limited partnership ("FCOF V UB"), is the majority member of CF NNAV-P. Fortress Credit Opportunities Fund V(A) L.P., a Cayman limited partnership ("FCOF V(A)"), Fortress Credit Opportunities Fund V(B) L.P., a Cayman limited partnership ("FCOF V(B)"), Fortress Credit Opportunities Fund V(C) L.P., a Cayman limited partnership ("FCOF V(C)"), Fortress Credit Opportunities Fund V(D) L.P., a Cayman limited partnership ("FCOF V(D)"), Fortress Credit Opportunities Fund V(E) L.P., a Delaware limited partnership ("FCOF V(E)") and Fortress Credit Opportunities Fund V(G) L.P., a Cayman limited partnership ("FCOF V(G)"), collectively hold a 100% interest in FCOF V UB Investments.
( 4 )FCOF V UST LLC, a Delaware limited liability company ("FCOF V UST") is the majority member of CF NNAV-E. FCOF V CDG Investments LLC, a Delaware limited liability company ("FCOF V CDG Investments"), is the majority member of FCOF V UST. FCOF V(G) is the majority member of FCOF V CDG Investments.
( 5 )FCO Fund V GP LLC, a Delaware limited liability company ("FCO Fund V GP") is the general partner of FCOF V(A), FCOF V(B), FCOF V(C), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company ("FCO V Advisors"), is the investment advisor of FCOF V(A), FCOF V(B), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V-C Advisors LLC, a Delaware limited liability company ("FCO V-C Advisors") is the investment advisor of FCOF V(C).
( 6 )FIG LLC, a Delaware limited liability company ("FIG") holds all of the interests in FCO V Advisors and FCO V-C Advisors. Hybrid GP Holdings (Cayman) LLC, a Delaware limited liability company ("Hybrid GP Holdings (Cayman)") holds all of the interests in FCO Fund V GP. Hybrid GP Holdings LLC, a Delaware limited liability company ("Hybrid GP Holdings") holds all of the interests in Hybrid GP Holdings (Cayman).
( 7 )Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the managing member of Hybrid GP Holdings, and the owner of all of the issued and outstanding interests of FIG. FIG Corp., a Delaware corporation, is the general partner of FOE I. FIG Corp. is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company.
( 8 )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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