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| CUSIP No. 644393 100 | | | | Page 3 of 6 |
Explanatory Note:
This filing constitutes Amendment No. 3 (this “Amendment”) to the Schedule 13D filed by Randal A. Nardone (the “Reporting Person”) 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 3, 2020 (the Original Schedule 13D, as previously amended and as further amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the shares of Class A common stock (“Class A Shares”) of New Fortress Energy Inc., a Delaware corporation (the “Issuer”).
Unless set forth below, all previous Items of the Original Schedule 13D 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.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 to the Schedule 13D is hereby amended by the addition of the following text:
On May 19, 2023 the Reporting Person entered into a letter agreement with FIG LLC, Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), and FIG Corp., a Delaware corporation (the “Letter Agreement”). The Letter Agreement provides that the Reporting Person will reasonably cooperate with Fortress and take all necessary action, at Fortress’ expense, to effect sales of Class A Shares held by Fortress. Any such sales will be made at the sole discretion of Fortress, provided that sales prior to the first anniversary of the date of the Letter Agreement may not be effected without consent of Mr. Nardone and Wesley Edens. The Letter Agreement will become effective upon the closing of the announced sale of Fortress to Mubadala Investment Company PJSC and its controlled affiliates. Mr. Nardone will have the right, retroactive to May 19, 2023, to receive a certain percentage of proceeds from the sale of Class A Shares at prices exceeding thresholds specified in the Letter Agreement by Fortress during the term of the Agreement. The Letter Agreement will terminate on May 19, 2028, unless it is terminated earlier under certain circumstances in connection with the termination of the Reporting Person’s employment with Fortress.
The foregoing description of the Letter Agreement is a summary only, does not purport to be complete and is qualified in its entirety by reference to the text of such agreement. Such agreement is attached hereto as Exhibit A and is incorporated by reference herein.
The Reporting Person intends to participate in and influence the affairs of the Issuer through his ownership interest in the Issuer and through his position as a member of the Board of Directors of the Issuer, as well as through the voting of his Class A Shares.
The Reporting Person intends to review his investment in the Issuer on a continuing basis and depending upon various factors, including, without limitation, the Issuer’s financial position and strategic direction, overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may elect to increase or decrease his position in and/or economic exposure to the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving Class A Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, on such terms and at such times as the Reporting Person may deem advisable.
