NARDONE RANDAL A 4
4 · New Fortress Energy LLC · Filed May 7, 2020
Insider Transaction Report
Form 4
NARDONE RANDAL A
Director
Transactions
- Award
New Fortress Intermediate LLC Units
2020-05-05+835,104→ 23,115,899 total(indirect: See Footnote)→ Class A Shares (835,104 underlying)
Footnotes (3)
- [F1]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.
- [F2]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 is a limited partner, and which is in turn indirectly controlled by Fortress Investment Group LLC ("FIG"), the indirect parent of the Issuer through its indirect ownership of Issuer Class B shares.
- [F3]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.