Form 4: FTAI Infrastructure 10% Owners Report Preferred Stock Dividend

Key investors in FTAI Infrastructure Inc. reported a dividend on their Series B Preferred Stock, increasing their potential common stock conversion.

Summary

• LIF AIV 1, L.P. and Labor Impact Fund, L.P., along with related entities and Michael J. Sacks, reported beneficial ownership changes in FTAI Infrastructure Inc. (FIP).
• The reporting persons are identified as both Directors (by deputization through Matthew Rinklin) and 10% Owners of the Issuer.
• A dividend was received on 160,000 shares of Series B Convertible Junior Preferred Stock held by LIF AIV and Labor Impact Fund.
• This dividend was a quarterly compounding regular dividend equal to 10% per annum for the immediately preceding quarter.
• The dividend was paid by way of an increase in the Stated Value of the Series B Preferred Stock.
• As a result of the dividend, the Series B Preferred Stock is now convertible into an additional 530,416 shares of Common Stock.
• The total number of Common Stock shares into which the Series B Preferred Stock owned by LIF AIV and Labor Impact Fund is convertible is 21,285,781 shares.
• Each share of Series B Preferred Stock is convertible at any time at the option of the holder into Common Stock based on its Liquidation Value divided by the Conversion Price of $8.18.

Sentiment

Score: 5

Explanation: This is a factual report of a dividend payment and its impact on convertible securities, not indicating a positive or negative operational event for the company itself, but rather a routine update on insider holdings.

Positives

• Reporting persons received a 10% per annum quarterly compounding dividend on their Series B Preferred Stock.
• The dividend increased the conversion potential of their Series B Preferred Stock into Common Stock by 530,416 shares.

Future Outlook

The Series B Preferred Stock is convertible at any time at the option of the holder, indicating a potential future conversion into common stock.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock underlying the Series B Preferred Stock except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Industry Context

This filing is a routine insider transaction report, reflecting changes in beneficial ownership of a company's securities by its directors and significant shareholders. It does not provide broader industry trends but highlights the ongoing investment and dividend policy related to preferred equity within FTAI Infrastructure Inc.

Management Changes

Related Party Transactions

• A dividend was received by LIF AIV 1, L.P. and Labor Impact Fund, L.P., which are 10% owners and considered directors by deputization, on their Series B Preferred Stock.

Stakeholder Impact

• Existing common shareholders face potential future dilution if the Series B Preferred Stock is converted into common stock, as the dividend increased the number of shares into which it is convertible.

Next Steps

• Holders of Series B Preferred Stock have the option to convert their shares into Common Stock at any time.

Key Dates

Keywords

FTAI Infrastructure Inc., FIP, SEC Form 4, Beneficial Ownership, Series B Preferred Stock, Convertible Securities, Dividend, Insider Transaction, 10% Owner, Director by Deputization