X0303 4 2008-08-29 0 0001332349 Brookdale Senior Living Inc. BKD 0001380393 Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001245521 FIG LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001387345 FIG Corp. 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001387344 Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 Common Stock 2008-08-29 4 S 0 1000 22.205 D 60300 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 100 22.2025 D 60200 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 4100 22.20 D 58800 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 1300 22.1975 D 57500 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 5300 22.195 D 52200 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 200 22.1925 D 52000 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 4100 22.19 D 47900 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 1300 22.185 D 46600 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 10300 22.18 D 36300 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 700 22.1775 D 35600 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 1200 22.17 D 34400 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 2700 22.165 D 31700 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 2200 22.16 D 29500 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 900 22.1575 D 28600 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 800 22.155 D 27800 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 6400 22.15 D 21400 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 10400 22.145 D 11000 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 400 22.14 D 10600 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 3300 22.135 D 7300 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 7000 22.115 D 300 I Drawbridge Global Macro Master Fund Ltd. Common Stock 2008-08-29 4 S 0 300 22.11 D 0 I Drawbridge Global Macro Master Fund Ltd. Common Stock 17600867 I RIC Coinvestment Fund LP Common Stock 826292 I Fortress Brookdale Investment Fund LLC Common Stock 12500 I Drawbridge Special Opportunities Fund Ltd. Common Stock 112500 I Drawbridge Special Opportunities Fund LP Common Stock 33228000 I FIT Brookdale Holdings LLC Common Stock 1702708 I Fortress Registered Investment Trust Common Stock 7400000 I FRIT Holdings LLC For the avoidance of doubt, please note that Wesley Edens did not divest any of his personal holdings in Brookdale Senior Living Inc., nor did he direct the investment decision which led to the sale of shares reported herein. Mr. Edens may, however, be deemed to beneficially own the shares listed in this report as beneficially owned by Fortress Investment Group LLC ("FIG") or its affiliates. Mr. Edens disclaims beneficial ownership of all reported shares except to the extent of his pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or otherwise. (continued in Footnote 2) (continued from Footnote 1) Similarly, 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 an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. Drawbridge Global Macro Master Fund Ltd. ("Global Macro Master") is wholly-owned by Drawbridge Global Macro Intermediate Fund LP ("Global Macro Intermediate") and Drawbridge Global Macro Fund LP ("Global Macro LP"). Drawbridge Global Macro Advisors LLC ("Global Macro Advisors") is the investment advisor of each of Global Macro Intermediate, Global Macro LP and Global Macro Master. FIG LLC is the sole managing member of Global Macro Advisors. Fortress Operating Entity I LP ("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. FIG Advisors LLC is the investment advisor of RIC Coinvestment Fund LP and Fortress Brookdale Investment Fund LLC. RIC Coinvestment Fund GP LLC ("RIC GP") is the general partner of RIC Coinvestment Fund LP. FIG Advisors LLC is a wholly-owned subsidiary of FIG LLC. FOE I is the sole managing member of FIG LLC. Fortress Operating Entity II LP ("FOE II") is the managing member of RIC GP. FIG Corp. is the general partner of each of FOE I and FOE II, and FIG Corp. is wholly-owned by FIG. Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge Special Opportunities Fund Ltd. FIG LLC is the sole managing member of Drawbridge Special Opportunities Advisors LLC. 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. Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge Special Opportunities Fund LP. FIG LLC is the sole managing member of Drawbridge Special Opportunities Advisors LLC. 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. FIT Brookdale Holdings LLC is wholly-owned by FIT-ALT Investor LLC. FIT-ALT Investor LLC is a wholly-owned subsidiary of FIT Holdings LLC, which is a wholly-owned subsidiary of Fortress Investment Trust II, which is a majority-owned subsidiary of Fortress Investment Fund II LLC. Fortress Fund MM II LLC is the managing member of Fortress Investment Fund II LLC. FIG LLC is the sole managing member of Fortress Fund MM II LLC. 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. FRIT Holdings LLC is a wholly-owned subsidiary of Fortress Registered Investment Trust, which is wholly-owned by Fortress Investment Fund LLC. Fortress Fund MM LLC is the managing member of Fortress Investment Fund LLC. FIG LLC is the sole managing member of Fortress Fund MM LLC. 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. This is the second of two Form 4's filed by the reporting persons on the same date. /s/ David Brooks, as Authorized Signatory of Fortress Investment Group LLC. 2008-09-03 /s/ David Brooks, as Authorized Signatory of FIG LLC 2008-09-03 /s/ David Brooks, as Authorized Signatory of FIG Corp. 2008-09-03 /s/ David Brooks, as Authorized Signatory of Fortress Operating Entity I LP 2008-09-03