Washington, D.C. 20549
(Amendment No. 3†)
(Name of Issuer)
644393 100
(516) 268-7400
Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
†This Schedule 13D constitutes Amendment No. 3 to the Schedule 13D filed by Wesley R. Edens on February 4, 2019, Amendment No. 1 to the Schedule 13D filed by FEP HoldCo LLC on June 11, 2020 and the initial Schedule 13D filing by Edens Family
Holdings LLC. See Explanatory Note.
SCHEDULE 13 D
CUSIP No. 644393 100
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1
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NAMES OF REPORTING PERSONS
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Wesley R. Edens
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A (please see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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47,540,925
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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47,540,925
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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47,540,925
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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27.0%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Calculations are based upon a total of 175,958,649 Class A Shares outstanding as of March 15, 2021, as reported by the Issuer in its Form 10-K filed with the Securities and Exchange Commission on March 16, 2021.
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SCHEDULE 13 D
CUSIP No. 644393 100
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1
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NAMES OF REPORTING PERSONS
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FEP HoldCo LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A (please see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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SCHEDULE 13 D
CUSIP No. 644393 100
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1
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NAMES OF REPORTING PERSONS
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Edens Family Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A (please see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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25,086,851
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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25,086,851
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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25,086,851
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.3%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Calculations are based upon a total of 175,958,649 Class A Shares outstanding as of March 15, 2021, as reported by the Issuer in its Form 10-K filed with the Securities and Exchange Commission on March 16, 2021.
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Explanatory Note:
This filing constitutes (i) Amendment No. 3 (this “Amendment”) to the Schedule 13D filed by Wesley R. Edens with the Securities and Exchange Commission (the “SEC”) on February 4, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on March 28, 2019 and by Amendment No. 2 filed with the SEC on
June 11, 2020 (the Original Schedule 13D, as previously amended and as further amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the Class A common shares (“Class A Shares”) of New Fortress Energy Inc., a Delaware corporation (the “Issuer”), (ii) Amendment No. 1 to the Schedule 13D filed with the SEC on June 11, 2020 by FEP
HoldCo LLC (“HoldCo”) with respect to the Class A Shares and (iii) the initial Schedule 13D filing by Edens Family Holdings LLC, a Delaware limited liability company (“Family
LLC”), with respect to the Class A Shares (Mr. Edens, HoldCo and Family LLC, together, the “Reporting Persons”). As previously disclosed, on August 7, 2020, the Issuer completed its conversion from a
Delaware limited liability company named New Fortress Energy LLC to a Delaware corporation named New Fortress Energy Inc. and each Class A share, representing Class A limited liability company interests of New Fortress Energy LLC, outstanding
immediately prior to the effective time of the conversion was converted into one issued and outstanding Class A Share of the Issuer. The Reporting Persons are filing this Amendment to disclose (i) the contribution of 25,086,851 Class A Shares
(approximately 14.3% of the outstanding Class A Shares) from Mr. Edens to Family LLC and (ii) the distribution of all of the Class A Shares formerly owned by HoldCo to its members, including Mr. Edens, in a pro rata distribution (the “Pro Rata Distribution”). The Pro Rata Distribution resulted in Mr. Edens acquiring direct ownership of his pro rata portion of the Class A Shares formerly owned by HoldCo and Mr. Edens no longer having shared
voting power and shared dispositive power over the Class A Shares formerly owned by HoldCo, as more fully described below in Items 3 and 5. Additionally, the Pro Rata Distribution resulted in HoldCo distributing all of the Class A Shares that it
owned to its members and no longer having beneficial ownership of any Class A Shares. The Reporting Persons have made this filing jointly pursuant to Rule 13d-1(k)(1).
Unless set forth below, all previous Items of the Original Schedule 13D, as previously amended, are unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to
them in the Original Schedule 13D, as previously amended.
| Item 1. |
Security and Issuer
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Item 1 is hereby amended and restated as follows:
This Schedule 13D relates to the Class A Shares of the Issuer, which has its principal executive offices at 111 W. 19th St., 8th Floor, New York, NY 10011.
| Item 2. |
Identity and Background
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Item 2 to the Schedule 13D is hereby amended by the addition of the following text:
Family LLC is a holding company organized under the laws of the State of Delaware with its principal office located at 111 W. 19th St., 8th Floor, New York, NY 10011. Mr. Edens is the manager and common interests member
of Family LLC.
In the past five years, Family LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has it been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction that has resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such
laws.
| Item 3. |
Source and Amount of Funds or Other Consideration
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Item 3 to the Schedule 13D is hereby amended by the addition of the following text:
On December 24, 2020, HoldCo distributed all of the Class A Shares that it owned to its members, including Mr. Edens, in the Pro Rata Distribution. The Pro Rata Distribution resulted in Mr. Edens acquiring direct
ownership of 5,613,695 Class A Shares that were formerly owned by HoldCo. Additionally, the Pro Rata Distribution resulted in Mr. Edens no longer having shared voting power and shared dispositive power over the 8,696,300 Class A Shares that were
formerly owned by HoldCo (including the 5,613,695 Class A Shares that were distributed to Mr. Edens). The Pro Rata Distribution also resulted in HoldCo distributing all of the Class A Shares that it owned to its members and no longer having
beneficial ownership of any Class A Shares. The Class A Shares were distributed in the Pro Rata Distribution for no consideration.
On March 12, 2021, Mr. Edens formed Family LLC and, on March 16, 2021, contributed 25,086,851 Class A Shares (approximately 14.3% of the outstanding Class A Shares) and certain other securities to it. Family LLC is
filing this Amendment on the basis of its acquisition of beneficial ownership of more than 5% of the outstanding Class A Shares as a result of such contribution, although Mr. Edens, as the manager and common interests member of Family LLC, continues
to hold voting and investment power in respect of such Class A Shares and to remain a beneficial owner thereof.
| Item 4. |
Purpose of Transaction
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Item 4 to the Schedule 13D is hereby amended by the addition of the following text:
Mr. Edens expects that he will eventually transfer Family LLC common limited liability company interests to one or more family members for no consideration and will cease to be the manager. Family LLC may sell or
otherwise monetize its holdings of Class A Shares for the benefit of its common interest members.
| Item 5. |
Interest in Securities of the Issuer
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Item 5 is hereby amended and restated as follows:
(a) — (b) The aggregate number and percentage of Class A Shares beneficially owned by Mr. Edens (on the basis of a total of 175,958,649 Class A Shares issued and outstanding as of March 15, 2021, as reported by
the Issuer in its Form 10-K filed with the Securities and Exchange Commission on March 16, 2021) are as follows:
Amount beneficially owned: 47,540,925
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Percentage:
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27.0%
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Number of shares to which the Reporting Person has:
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i. Sole power to vote or to direct the vote:
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47,540,925
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ii. Shared power to vote or to direct the vote:
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0
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iii. Sole power to dispose or to direct the disposition of:
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47,540,925
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iv. Shared power to dispose or to direct the disposition of:
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0
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HoldCo does not beneficially own any Class A Shares and does not have sole or shared power to vote or to direct the vote or to dispose or to direct the disposition of any Class A Shares.
The aggregate number and percentage of Class A Shares beneficially owned by Family LLC (on the basis of a total of 175,958,649 Class A Shares issued and outstanding as of March 15, 2021, as reported by the Issuer in its
Form 10-K filed with the Securities and Exchange Commission on March 16, 2021) are as follows:
Amount beneficially owned: 25,086,851
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Percentage:
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14.3%
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Number of shares to which the Reporting Person has:
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i. Sole power to vote or to direct the vote:
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25,086,851
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ii. Shared power to vote or to direct the vote:
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0
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iii. Sole power to dispose or to direct the disposition of:
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25,086,851
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iv. Shared power to dispose or to direct the disposition of:
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0
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(c) The information contained in Item 3 above is incorporated herein by reference. Except as described therein, none of the Reporting Persons has effected any transactions in the Class A Shares during the past
60 days.
(d) Mr. Edens holds certain Class A Shares through WRE 2012 Trust LLC, an entity controlled by Mr. Edens, but has the sole right to receive or direct the receipt of dividends on and the proceeds from the sale of
the Class A Shares reported on the cover page of this Schedule 13D and in this Item 5. No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends on or the proceeds from the sale of
the Class A Shares beneficially owned by the Reporting Persons.
(e) On December 24, 2020, HoldCo ceased to be the beneficial owner of more than five percent of the outstanding Class A Shares.
| Item 7. |
Material to be Filed as Exhibits
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Joint Filing Agreement by and among Wesley R. Edens, FEP HoldCo LLC and Edens Family Holdings LLC, dated March 18, 2021.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of March 18, 2021
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By:
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/s/ Wesley R. Edens
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Name:
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Wesley R. Edens
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FEP HoldCo LLC
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By:
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/s/ Wesley R. Edens
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Name:
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Wesley R. Edens
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Title:
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Member, Board of Managers
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By:
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/s/ Randal A. Nardone
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Name:
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Randal A. Nardone
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Title:
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Member, Board of Managers
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Edens Family Holdings LLC
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By:
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/s/ Wesley R. Edens
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Name:
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Wesley R. Edens
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Title:
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Manager
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Exhibit A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that only one statement on Schedule 13D, constituting (i) Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2020 by FEP HoldCo LLC with respect to the Class A common shares (“Class A Shares”) of New Fortress Energy Inc., a Delaware corporation, (ii) Amendment No. 3 to the
Schedule 13D filed with the SEC on February 4, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on March 28, 2019 and by Amendment No. 2 filed with the SEC on June 11, 2020
(the Original Schedule 13D, as previously amended and as further amended and supplemented by this Amendment, the “Schedule 13D”) by Wesley R. Edens and (iii) the initial Schedule 13D filing by Edens Family
Holdings LLC, a Delaware limited liability company, with respect to the Class A Shares, and any further amendments thereto, need be filed with respect to each of the undersigned’s beneficial ownership of Class A Shares, and that all subsequent
amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent
that he or it knows or has reason to believe that such information is inaccurate.
Dated: March 18, 2021
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By:
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/s/ Wesley R. Edens
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Name:
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Wesley R. Edens
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FEP HoldCo LLC
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By:
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/s/ Wesley R. Edens
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Name:
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Wesley R. Edens
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Title:
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Member, Board of Managers
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By:
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/s/ Randal A. Nardone
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Name:
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Randal A. Nardone
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Title:
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Member, Board of Managers
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Edens Family Holdings LLC
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By:
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/s/ Wesley R. Edens
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Name:
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Wesley R. Edens
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Title:
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Manager
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