-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXG3JLWt5DnBubo29yuUhyYAIOSfw4XGUWAttABz3EpA0KX/5JGI+lsnyDoiaacw NKWIw4kqjD1feKBH1VMEmA== 0001209191-10-016458.txt : 20100312 0001209191-10-016458.hdr.sgml : 20100312 20100312065821 ACCESSION NUMBER: 0001209191-10-016458 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100311 FILED AS OF DATE: 20100312 DATE AS OF CHANGE: 20100312 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aircastle LTD CENTRAL INDEX KEY: 0001362988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 980444035 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O AIRCASTLE ADVISOR LLC STREET 2: 300 FIRST STAMFORD PLACE, 5TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 504-1020 MAIL ADDRESS: STREET 1: C/O AIRCASTLE ADVISOR LLC STREET 2: 300 FIRST STAMFORD PLACE, 5TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIG LLC CENTRAL INDEX KEY: 0001245521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675807 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46 FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46 FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: FORTRESS INVESTMENT GROUP LLC DATE OF NAME CHANGE: 20030621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS FUND III GP LLC CENTRAL INDEX KEY: 0001371234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675809 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Investment Fund III (Fund B) LP CENTRAL INDEX KEY: 0001371237 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675805 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Investment Fund III LP CENTRAL INDEX KEY: 0001371238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675806 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS INVESTMENT FUND GP (HOLDINGS) LLC CENTRAL INDEX KEY: 0001371256 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675808 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Investment Group LLC CENTRAL INDEX KEY: 0001380393 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675811 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: Fortress Investment Group Holdings LLC DATE OF NAME CHANGE: 20061107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Operating Entity I LP CENTRAL INDEX KEY: 0001387344 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675812 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6110 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIG Corp. CENTRAL INDEX KEY: 0001387345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32959 FILM NUMBER: 10675810 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6110 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-03-11 0 0001362988 Aircastle LTD AYR 0001380393 Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001387345 FIG Corp. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001371234 FORTRESS FUND III GP LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001371256 FORTRESS INVESTMENT FUND GP (HOLDINGS) LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001245521 FIG LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001387344 Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001371237 Fortress Investment Fund III (Fund B) LP 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001371238 Fortress Investment Fund III LP 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 Common Shares 2010-03-11 4 S 0 3625000 9.65 D 0 I Drawbridge Global Macro Master Fund Ltd Common Shares 7329161 I Fortress Investment Fund III LP Common Shares 6266558 I Fortress Investment Fund III (Fund B) LP Common Shares 1310392 I Fortress Investment Fund III (Fund C) LP Common Shares 3007625 I Fortress Investment Fund III (Fund D) L.P. Common Shares 211265 I Fortress Investment Fund III (Fund E) L.P. Common Shares 616255 I Fortress Investment Fund III (Coinvestment Fund A) LP Common Shares 1210715 I Fortress Investment Fund III (Coinvestment Fund B) LP Common Shares 311825 I Fortress Investment Fund III (Coinvestment Fund C) LP Common Shares 1486206 I Fortress Investment Fund III (Coinvestment Fund D) L.P. Common Shares 2718750 I DBD AC LLC Common Shares 906250 I DBO AC LLC Common Shares 247500 I Drawbridge DSO Securities LLC Common Shares 27500 I Drawbridge OSO Securities LLC Common Shares 50875 I Fortress Partners Offshore Securities LLC Common Shares 235000 I Fortress Partners Securities LLC 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. Drawbridge Global Macro Master Fund Ltd is owned by Drawbridge Global Macro Fund LP ("Global Macro LP"), DBGM Onshore LP, Drawbridge Global Macro Intermediate Fund L.P. ("Global Macro Intermediate"), DBGM Offshore Ltd, Drawbridge Global Alpha Intermediate Fund L.P. ("Alpha Intermediate"), and DBGM Alpha V Ltd. DBGM Onshore GP LLC is the general partner of DBGM Onshore LP, and DBGM Onshore GP LLC owns all of the management shares of DBGM Offshore Ltd and DBGM Alpha V Ltd. Drawbridge Global Macro GP LLC ("Global Macro GP") is the general partner of Global Macro LP. Drawbridge Global Macro Fund Ltd ("Global Macro Ltd") is the sole limited partner of Global Macro Intermediate. Drawbridge Global Alpha Fund V Ltd ("Alpha Fund V") is the sole limited partner of Alpha Intermediate. DBGM Associates LLC is the general partner of each of Global Macro Intermediate and Alpha Intermediate. (continued in footnote 3) (continued from footnote 2) Principal Holdings I LP is the sole managing member of DBGM Associates LLC. FIG Asset Co. LLC is the general partner of Principal Holdings I LP. Drawbridge Global Macro Advisors LLC ("Global Macro Advisors") is the investment advisor of each of Global Macro Intermediate, Global Macro LP, Global Macro Ltd, Alpha Intermediate, Alpha Fund V, DBGM Onshore LP, DBGM Offshore Ltd, DBGM Alpha V Ltd and Drawbridge Global Macro Master Fund Ltd. FIG LLC is the sole managing member of Global Macro Advisors. Fortress Operating Entity I LP ("FOE I") is the sole managing member of each of FIG LLC, Global Macro GP and DBGM Onshore GP LLC. FIG Corp. is the general partner of FOE I. FIG Corp. and FIG Asset Co. LLC are wholly-owned by FIG. Fortress Fund III GP LLC ("FF III GP LLC") is the general partner, and FIG LLC is the investment advisor, of each of Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) L.P., Fortress Investment Fund III (Fund E) L.P., Fortress Investment Fund III (Coinvestment Fund A) LP, Fortress Investment Fund III (Coinvestment Fund B) LP, Fortress Investment Fund III (Coinvestment Fund C) LP, and Fortress Investment Fund III (Coinvestment Fund D) L.P. The sole managing member of FF III GP LLC is Fortress Investment Fund GP (Holdings) LLC. The sole managing member of Fortress Investment Fund GP (Holdings) LLC is FOE I. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG. DBD AC LLC and Drawbridge DSO Securities LLC are each wholly-owned by Drawbridge Special Opportunities Fund LP. Drawbridge Special Opportunities GP LLC is the general partner of Drawbridge Special Opportunities LP. Fortress Principal Investment Holdings IV LLC ("FPIH IV") is the sole managing member of Drawbridge Special Opportunities GP LLC. Drawbridge Special Opportunities Advisors LLC ("DSOA") is the investment advisor of Drawbridge Special Opportunities Fund LP. FIG LLC is the sole managing member of DSOA, and FOE I is the sole managing member of FIG LLC and FPIH IV. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG. Drawbridge Special Opportunities Fund Ltd. owns approximately 94.6% of DBO AC LLC and 100% of Drawbridge OSO Securities LLC. DSOA is the investment advisor of Drawbridge Special Opportunities Fund Ltd. FIG LLC is the sole managing member of DSOA, and FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG. DBO AYR SP LLC ("DBO AYR") owns 5.4% of DBO AC LLC. DBSO PSP LLC ("DBSO PSP") owns 84.83% of DBO AYR. Fortress Partners Master Fund L.P. is the sole managing member of Fortress Partners Offshore Securities LLC. Fortress Partners Offshore Master GP LLC ("FPOM") is the general partner of Fortress Partners Master Fund L.P. FOE I is the sole managing member of FPOM. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of FIG. Fortress Partners Fund LP is the sole managing member of Fortress Partners Securities LLC. Fortress Partners GP LLC is the general partner of Fortress Partners Fund LP. FPIH IV is the sole managing member of Fortress Partners GP LLC. Fortress Partners Advisors LLC ("FPA") is the investment advisor of Fortress Partners Fund LP. Fortress Investment Holdings II LLC is the sole managing member of FPA. FOE I is the sole managing member of Fortress Investment Holdings II LLC and FPIH IV. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of FIG. /s/ Randal A. Nardone, as Authorized Signatory of Fortress Investment Group LLC 2010-03-12 /s/ Randal A. Nardone, as Authorized Signatory of FIG Corp. 2010-03-12 /s/ Randal A. Nardone, as Authorized Signatory of Fortress Fund III GP LLC 2010-03-12 /s/ Randal A. Nardone, as Authorized Signatory of Fortress Investment Fund GP (Holdings) LLC 2010-03-12 /s/ Randal A. Nardone, as Authorized Signatory of FIG LLC 2010-03-12 /s/ Randal A. Nardone, as Authorized Signatory of Fortress Operating Entity I LP 2010-03-12 /s/ Randal A. Nardone, as Authorized Signatory of Fortress Investment Fund III (Fund B) LP 2010-03-12 /s/ Randal A. Nardone, as Authorized Signatory of Fortress Investment Fund III LP 2010-03-12 -----END PRIVACY-ENHANCED MESSAGE-----