SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fortress Investment Holdings LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Brookdale Senior Living Inc. [ BKD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/22/2005 P 18,750 A $19 18,750 I By Drawbridge Special Opportunities Fund Ltd.(1)
Common Stock 11/22/2005 P 106,250 A $19 106,250 I By Drawbridge Special Opportunities Fund LP(2)
Common Stock 11/22/2005 P 125,000 A $19 125,000 I By Drawbridge Global Macro Master Fund Ltd.(3)
Common Stock 13,228,000(4) I By FIT-ALT Investor LLC
Common Stock 20,000,000(4) I By Fortress Investment Trust II
Common Stock 9,929,000(4) I By Fortress Brookdale Acquisition LLC
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Fortress Investment Holdings LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FORTRESS INVESTMENT GROUP LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fortress Fund MM LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FORTRESS INVESTMENT FUND LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FORTRESS REGISTERED INVESTMENT TRUST

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FORTRESS BROOKDALE ACQUISITION LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FORTRESS FUND MM II LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FORTRESS INVESTMENT FUND II LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FORTRESS INVESTMENT TRUST II

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FIT-ALT INVESTORS LLC

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
16TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge Special Opportunities Fund Ltd. and may be deemed to beneficially own the shares ("Shares") of common stock of Brookdale Senior Living Inc. listed as beneficially owned by Drawbridge Special Opportunities Fund Ltd. Fortress Investment Group LLC is the sole managing member of Drawbridge Special Opportunities Advisors LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC, an entity which is owned by certain individuals, including Wesley R. Edens. Each reporting person disclaims beneficial ownership of all reported Shares except to the extent of its pecuniary interest therein, if any.
2. Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge Special Opportunities Fund LP and may be deemed to beneficially own the Shares listed as beneficially owned by Drawbridge Special Opportunities Fund LP. Fortress Investment Group LLC is the sole managing member of Drawbridge Special Opportunities Advisors LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC, an entity which is owned by certain individuals, including Wesley R. Edens. Each reporting person disclaims beneficial ownership of all reported Shares except to the extent of its pecuniary interest therein, if any.
3. Drawbridge Global Macro Master Fund Ltd. is 100% owned by Drawbridge Global Macro Fund LP and Drawbridge Global Macro Fund Ltd. Drawbridge Global Macro Advisors LLC is the investment manager of each of Drawbridge Global Macro Fund LP and Drawbridge Global Macro Fund Ltd. Fortress Investment Group LLC is the sole managing member of Drawbridge Global Macro Advisors LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC, an entity which is owned by certain individuals, including Wesley R. Edens. Each reporting person disclaims beneficial ownership of all reported Shares except to the extent of its pecuniary interest therein, if any.
4. Includes 13,228,000 shares held by FIT-ALT Investor LLC, 20,000,000 shares held by Fortress Investment Trust II and 9,929,000 shares held by Fortress Brookdale Acquisition LLC. FIT-ALT Investor LLC is a wholly-owned subsidiary of Fortress Investment Trust II, which is a wholly-owned subsidiary of Fortress Investment Fund II LLC. Fortress Investment Fund II LLC is managed by its managing member, Fortress Fund MM II LLC, which is managed by its managing member Fortress Investment Group LLC. Fortress Brookdale Acquisition LLC is majority owned by Fortress Registered Investment Trust, which is 100% owned by Fortress Investment Fund LLC. Fortress Investment Fund LLC is managed by its managing member, Fortress Fund MM LLC, which is managed by its managing member Fortress Investment Group LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC.
See signatures included in Exhibit 99.1 11/23/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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