| Item 1. | |
| (a) | Name of issuer:
New Fortress Energy Inc. |
| (b) | Address of issuer's principal executive offices:
111 W. 19th Street, 8th Floor New York, NY 10011 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons":
(i) FIG LLC, a Delaware limited liability company, which directly holds Class A Common Stock of the Issuer;
(ii) Fortress Operating Entity I LP, a Delaware limited partnership, which is the sole owner of FIG LLC;
(iii) FIG Blue LLC, a Delaware limited liability company, which is the general partner of Fortress Operating Entity I LP;
(iv) Fortress Investment Group LLC, a Delaware limited liability company, which is the sole member of FIG Blue LLC;
(v) FINCO I Intermediate Holdco LLC, a Delaware limited liability company, which is the sole member of Fortress Investment Group LLC;
(vi) FINCO I LLC, a Delaware limited liability company, which is the sole member of FINCO I Intermediate Holdco LLC;
(vii) FIG Parent, LLC, a Delaware limited liability company, which is the sole member of FINCO I LLC;
(viii) Foundation Holdco LP, a Delaware limited partnership, which is the sole member of FIG Parent, LLC; and
(ix) FIG Buyer GP, LLC, a Delaware limited liability company, which is the general partner of Foundation Holdco LP.
The Joint Filing Agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k)(1) of the Act is attached as Exhibit A herein. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105 |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
644393100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
Pursuant to Rule 13d-1 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. |
| (b) | Percent of class:
See responses to Item 11 on each cover page.
All percentages of Class A Common Stock reported herein are based on 273,771,811 shares of Class A Common Stock outstanding as of February 28, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 10, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
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| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit B attached. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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