X0303 4 2008-11-28 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 0001387345 FIG Corp. 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001328139 FORTRESS FUND MM II 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 0001387344 Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 Common Stock 2008-11-28 4 J 0 33228000 D 0 I FIT-ALT Investors LLC Common Stock 2008-11-28 4 J 0 33228000 D 0 I FIT Holdings LLC Common Stock 2008-11-28 4 J 0 33228000 D 0 I Fortress Investment Trust II Common Stock 2008-11-28 4 J 0 33228000 D 0 I Fortress Investment Fund II LLC Common Stock 2008-11-28 4 S 0 8215358 3.68 D 25012642 I FIT Brookdale Holdings LLC Common Stock 2008-11-28 4 J 0 25012642 D 0 I FIT Brookdale Holdings LLC Common Stock 2008-11-28 4 J 0 17600867 D 0 I RIC Coinvestment Fund LP Common Stock 9102708 I FRIT Holdings LLC Common Stock 8215358 I PRIN Holding LLC Common Stock 23663283 I Fort GB Holdings LLC Common Stock 1349359 I FABP (GAGACQ) LP Common Stock 3026435 I Fortress Investment Fund IV (Fund A) L.P. Common Stock 1222077 I Fortress Investment Fund IV (Fund B) L.P. Common Stock 289968 I Fortress Investment Fund IV (Fund C) L.P. Common Stock 1810004 I Fortress Investment Fund IV (Fund D) L.P. Common Stock 211916 I Fortress Investment Fund IV (Fund E) L.P. Common Stock 95084 I Fortress Investment Fund IV (Fund F) L.P. Common Stock 114081 I Fortress Investment Fund IV (Fund G) L.P. Common Stock 790673 I Fortress Investment Fund IV (Coinvestment Fund A) L.P. Common Stock 492823 I Fortress Investment Fund IV (Coinvestment Fund B) L.P. Common Stock 98164 I Fortress Investment Fund IV (Coinvestment Fund C) L.P. Common Stock 473183 I Fortress Investment Fund IV (Coinvestment Fund D) L.P. Common Stock 40635 I Fortress Investment Fund IV (Coinvestment Fund F) L.P. Common Stock 135391 I Fortress Investment Fund IV (Coinvestment Fund G) L.P. Common Stock 8793392 I Fortress RIC Coinvestment Fund LP Common Stock 826292 I FBIF Holdings LLC Common Stock 12500 I Drawbridge Special Opportunities Fund Ltd. Common Stock 112500 I Drawbridge Special Opportunities Fund LP This transaction involves a distribution of all of the ownership interests in FIT Brookdale Holdings LLC to FIT Holdings LLC. At the time of this transaction, FIT Brookdale Holdings LLC directly owned 33,228,000 shares of the Issuer. The shares that are the subject of this transaction were transferred in a cashless distribution. Wesley Edens may 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. 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. 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. 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. This transaction involves a distribution of all of the ownership interests in FIT Brookdale Holdings LLC to Fortress Investment Trust II. At the time of this transaction, FIT Brookdale Holdings LLC directly owned 33,228,000 shares of the Issuer. FIT Holdings LLC 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. This transaction involves a distribution of all of the ownership interests in FIT Brookdale Holdings LLC to Fortress Investment Fund II LLC and FABP LP. At the time of this transaction, FIT Brookdale Holdings LLC directly owned 33,228,000 shares of the Issuer. Fortress Investment Trust II 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. This transaction involves a distribution of all of the ownership interests in FIT Brookdale Holdings LLC held by Fortress Investment Fund II LLC to Fortress (GAGACQ) LLC and by FABP LP to FABP (GAGACQ) LP. At the time of this transaction, FIT Brookdale Holdings LLC directly owned 33,228,000 shares of the Issuer. Fortress Fund MM II LLC is the managing member of Fortress Investment Fund II LLC and general partner of FABP LP. 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. This transaction involves a sale of shares of the Issuer from FIT Brookdale Holdings LLC to PRIN Holding LLC, an entity in which FIG LLC is the sole manager, but in which FIG LLC has no pecuniary interest. The members of PRIN Holding LLC are Wesley R. Edens, Randal A. Nardone and Robert I. Kauffman. FIT Brookdale Holdings LLC is a subsidiary of Fortress (GAGACQ) LLC and FABP (GAGACQ) LP. Fortress Fund MM II LLC is the managing member of Fortress (GAGACQ) LLC and the general partner of FABP (GAGACQ) LP. 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. This transaction involves a distribution of shares of the Issuer from FIT Brookdale Holdings LLC to Fort GB Holdings LLC, a wholly-owned subsidiary of Fortress (GAGACQ) LLC, and to FABP (GAGACQ) LP. This transaction involves a distribution of shares of the Issuer from RIC Coinvestment Fund LP to investment funds described in footnotes 19 and 20 that are managed by FIG LLC and to certain employees of the Reporting Person and its affiliates. FIG Advisors LLC is the investment manager of RIC Coinvestment Fund LP. 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. FRIT Holdings LLC is a wholly-owned subsidiary of Fortress Investment Fund Sister Company LLC. Fortress Fund MM LLC is the managing member of Fortress Investment Fund Sister Company 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. FIG LLC is the sole manager of PRIN Holding LLC, but has no pecuniary interest in PRIN Holding 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. Fortress Fund MM II LLC is the general partner of FABP (GAGACQ) LP and the sole managing member of Fortress (GAGACQ) LLC. Fort GB Holdings LLC is a wholly-owned subsidiary of Fortress (GAGACQ) 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. FIG LLC is the investment manager of Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., Fortress Investment Fund IV (Coinvestment Fund D) L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., and Fortress Investment Fund IV (Coinvestment Fund G) L.P. 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 LLC is the investment manager of Fortress RIC Coinvestment Fund 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 manager of FBIF Holdings LLC. FIG Advisors LLC is a wholly-owned subsidiary of FIG 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 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. /s/ David Brooks, as Authorized Signatory of Fortress Investment Group LLC. 2008-12-02 /s/ David Brooks, as Authorized Signatory of FIG Corp. 2008-12-02 /s/ David Brooks, as Authorized Signatory of Fortress Fund MM II LLC 2008-12-02 /s/ David Brooks, as Authorized Signatory of FIG LLC 2008-12-02 /s/ David Brooks, as Authorized Signatory of Fortress Operating Entity I LP 2008-12-02