|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Fortress Private Lending Fund (Name of Issuer) |
Class I Shares, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b)
|
Rule 13d-1(c)
|
Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
The Heising-Simons Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,329,276.55 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Fortress Private Lending Fund | |
| (b) | Address of issuer's principal executive offices:
1345 Avenue of the Americas, New York, NY 10105 | |
| Item 2. | ||
| (a) | Name of person filing:
The Heising-Simons Foundation ("HSF") is filing this report with respect to the Class I Shares, par value $0.01 per share (the "Class I Shares") of Fortress Private Lending Fund (the "Issuer"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of HSF is 400 Main Street, Suite 200, Los Altos, CA 94022. | |
| (c) | Citizenship:
HSF is a California nonprofit public benefit corporation and an exempt private foundation described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. | |
| (d) | Title of class of securities:
Class I Shares, par value $0.01 per share | |
| (e) | CUSIP No.:
| |
| 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);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (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);
| |
| (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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by this item is set forth in Rows 5 through 9 of the cover page to this Schedule 13G. HSF directly holds 3,329,276.55 Class I Shares. HSF is a charitable foundation controlled by its members and directors. Voting and investment decisions with respect to the Class I Shares held by HSF are made by an Investment Committee of HSF's board of directors. | |
| (b) | Percent of class:
The information required by this item is set forth in Row 11 of the cover page to this Schedule 13G. The ownership percentage is based on 40,766,377 Class I Shares outstanding as of March 27, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2026. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by this item s set forth in Row 5 of the cover page to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by this item is set forth in Row 6 of the cover page to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this item is set forth in Row 7 of the cover page to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this item is set forth in Row 8 of the cover page to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|