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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/29/22 Fortress Investment Group LLC SC 13D 2:497K Broad Street Realty, Inc. Fried Fr… Jacobson/NY/FA |
Document/Exhibit Description Pages Size 1: SC 13D Statement of Acquisition of Beneficial Ownership HTML 444K by an "Active" Investor 2: EX-99.1 Miscellaneous Exhibit HTML 52K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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Broad Street Realty, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 par value per share
(Title of Class of Securities)
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(CUSIP Number)
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Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
(212) 798-6100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: □
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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.
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*
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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.
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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 (“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).
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CUSIP No.: 111294 104
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Page 1
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1
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NAMES OF REPORTING PERSONS
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CF Flyer PE Investor LLC
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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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OO
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|||
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||||
5
|
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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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Delaware
|
|
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|||
|
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
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|||
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||||
8
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SHARED VOTING POWER
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|
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2,560,000*
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|||
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||||
9
|
SOLE DISPOSITIVE POWER
|
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||
0 |
|
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
|
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2,560,000*
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,560,000*
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|||
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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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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7.4%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.: 111294 104
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Page 2
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1
|
NAMES OF REPORTING PERSONS
|
|
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||
CF Flyer PE Holdings LLC
|
|
|
|||
|
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
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|||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO
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|||
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||||
5
|
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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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
Delaware
|
|
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|||
|
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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|
0 |
|
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|||
|
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||||
8
|
SHARED VOTING POWER
|
|
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||
2,560,000*
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|
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|||
|
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||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
OO
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|||
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|
CUSIP No.: 111294 104
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Page 3
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1
|
NAMES OF REPORTING PERSONS
|
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||
FCOF V Expansion USTMA-C LLC
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
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|
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 4
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FCOF V Expansion CDFG MA-C Investments LLC (Flyer Series)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 5
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Credit Opportunities Fund V Expansion (G) L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
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|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Credit Opportunities V Advisors LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FCO Fund V GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 8
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hybrid GP Holdings (Cayman) LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hybrid GP Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 10
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FIG LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 11
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Operating Entity I LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FIG Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.: 111294 104
|
|
Page 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Investment Group LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,560,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.4%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
•
|
Governance Agreement, dated November 22, 2022, by and between the Issuer, the CF Flyer Investor and the other parties named
therein;
|
•
|
Warrant to Purchase Common Stock, dated November 22, 2022, by and between the Issuer and the CF Flyer Investor (the “Fortress
Warrant”);
|
•
|
Cash Flow Pledge Agreement, dated November 22, 2022, by the Operating Partnership in favor of the CF Flyer Investor;
|
•
|
Guaranty of Recourse Obligations, dated November 22, 2022, by the Issuer for the benefit of the CF Flyer Investor; and
|
•
|
Registration Rights Agreement, dated November 22, 2022, by and between the Issuer and the CF Flyer Investor.
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
Dated: November 29, 2022
|
|
CF FLYER PE INVESTOR LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
CF FLYER PE HOLDINGS LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
FCOF V EXPANSION USTMA-C LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
FCOF V EXPANSION CDFG MA-C INVESTMENTS LLC (FLYER SERIES)
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
FORTRESS CREDIT OPPORTUNITIES FUND V EXPANSION (G) L.P.
|
||
|
|
|
||
By: FCO Fund V GP LLC, its general partner
|
||||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
FORTRESS CREDIT OPPORTUNITIES V ADVISORS LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
FCO FUND V GP LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
HYBRID GP HOLDINGS (CAYMAN) LLC
By: Hybrid GP Holdings LLC, its managing member
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
HYBRID GP HOLDINGS LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
FIG LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
Dated: November 29, 2022
|
|
FORTRESS OPERATING ENTITY I LP
|
||
|
|
|
||
|
|
By: FIG Corp., its general partner
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
|
|
|
||
Dated: November 29, 2022
|
|
FIG CORP.
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
|
|
|
|
||
|
|
|
||
Dated: November 29, 2022
|
|
FORTRESS INVESTMENT GROUP LLC
|
||
|
|
|
||
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
||
|
|
Title:
|
Secretary
|
Name:
|
Principal Occupation/Role:
|
Scott Desiderio
|
Deputy Chief Financial Officer
|
Leigh M. Grimner
|
Deputy Chief Financial Officer
|
William A. Covino |
Chief Financial Officer |
Jason Meyer | Chief Operating Officer |
Timothy Bailey | Treasurer |
David N. Brooks | Secretary |
Marc K. Furstein | President |
Constantine M. Dakolias |
Managing Partner |
Drew Mcknight |
Managing Partner |
Joshua Pack |
Managing Partner |
Name:
|
Principal Occupation/Role:
|
Scott Desiderio
|
Deputy Chief Financial Officer
|
Leigh M. Grimner | Deputy Chief Financial Officer |
William A. Covino |
Chief Financial Officer |
Jason Meyer |
Chief Operating Officer |
Timothy Bailey | Treasurer |
David N. Brooks | Secretary |
Marc K. Furstein |
President |
Constantine M. Dakolias |
Managing Partner |
Drew Mcknight | Managing Partner |
Joshua Pack |
Managing Partner |
Name:
|
Principal Occupation/Role:
|
Scott Desiderio
|
Deputy Chief Financial Officer
|
Leigh M. Grimner |
Deputy Chief Financial Officer |
William A. Covino |
Chief Financial Officer |
Jason Meyer | Chief Operating Officer |
Timothy Bailey |
Treasurer |
David N. Brooks |
Secretary |
Alexander Gillette |
Assistant Secretary |
Marc K. Furstein | President |
Constantine M. Dakolias |
Managing Partner |
Drew Mcknight |
Managing Partner |
Joshua Pack | Managing Partner |
Name:
|
Principal Occupation/Role:
|
Scott Desiderio
|
Deputy Chief Financial Officer
|
Leigh M. Grimner |
Deputy Chief Financial Officer |
William A. Covino |
Chief Financial Officer |
Jason Meyer | Chief Operating Officer |
Timothy Bailey |
Treasurer |
David N. Brooks |
Secretary |
Alexander Gillette |
Assistant Secretary |
Marc K. Furstein | President |
Constantine M. Dakolias |
Managing Partner |
Drew Mcknight |
Managing Partner |
Joshua Pack | Managing Partner |
Name:
|
Principal Occupation/Role:
|
FCO Fund V GP LLC
|
General Partner
|
Name:
|
Principal Occupation/Role:
|
Scott Desiderio
|
Deputy Chief Financial Officer
|
Leigh M. Grimner | Deputy Chief Financial Officer |
William A. Covino | Chief Financial Officer |
Jason Meyer | Chief Operating Officer |
Timothy Bailey | Treasurer |
David N. Brooks |
Secretary |
Alexander Gillette |
Assistant Secretary |
Marc K. Furstein | President |
Peter L. Briger, Jr. | Managing Partner |
Constantine M. Dakolias |
Managing Partner |
Drew Mcknight |
Managing Partner |
Joshua Pack | Managing Partner |
Name:
|
Principal Occupation/Role:
|
Scott Desiderio
|
Deputy Chief Financial Officer
|
Leigh M. Grimner |
Deputy Chief Financial Officer |
William A. Covino |
Chief Financial Officer |
Jason Meyer | Chief Operating Officer |
David N. Brooks |
Secretary |
Alexander Gillette | Assistant Secretary |
Marc K. Furstein | President |
Peter L. Briger, Jr. |
Managing Partner |
Constantine M. Dakolias |
Managing Partner |
Drew Mcknight |
Managing Partner |
Joshua Pack |
Managing Partner |
Name:
|
Principal Occupation/Role:
|
Hybrid GP Holdings LLC
|
Managing Member
|
Name:
|
Principal Occupation/Role:
|
Peter L. Briger, Jr. |
Chairman and Director |
Constantine M. Dakolias |
President and Director |
Joshua Pack |
Chief Operating Officer and Director |
Daniel N. Bass |
Treasurer and Director |
David N. Brooks |
Secretary and Director |
Name:
|
Principal Occupation/Role:
|
Peter L. Briger, Jr. | Co-Chief Executive Officer, Principal and Co-Chairman |
Wes Edens | Co-Chief Executive Officer, Principal and Co-Chairman |
Randy Nardone |
Principal and Director |
Daniel N. Bass | Chief Financial Officer and Treasurer |
David N. Brooks | Secretary, Vice President and General Counsel |
Name:
|
Principal Occupation/Role:
|
FIG Corp.
|
General Partner of Fortress Operating Entity I LP
|
Name:
|
Principal Occupation/Role:
|
Wesley R. Edens
|
Co-Chief Executive Officer, Principal and Director
|
Peter L. Briger, Jr.
|
Co-Chief Executive Officer, Principal and Director
|
Randal A. Nardone
|
Principal and Director
|
Secretary, Vice President and General Counsel
|
|
Daniel Bass
|
Chief Financial Officer and Treasurer
|
Name:
|
Principal Occupation/Role:
|
Wesley R. Edens
|
Class A Director, Principal and Co-Chief Executive Officer
|
Peter L. Briger, Jr.
|
Class A Director, Principal and Co-Chief Executive Officer
|
Randal A. Nardone
|
Class A Director and Principal
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
George Wellde
|
Class A Director
|
Michael Rantz
|
Class A Director
|
Yoshimitsu Goto (citizen of Japan)
|
Class B Director
|
Rajeev Misra (citizen of the United Kingdom)
|
Class B Director
|
Jane Dietze
|
Class A Director
|
Hani Barhoush
|
Class A Director
|
Michael Morell
|
Class A Director and Security Director
|
This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/1/27 | ||||
Filed on: | 11/29/22 | |||
11/23/22 | 3, 4 | |||
11/22/22 | 8-K | |||
11/7/22 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/25/22 Broad Street Realty, Inc. 8-K:1,2,3,511/22/22 19:6.1M Donnelley … Solutions/FA |