| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Fortress Net Lease REIT (Name of Issuer) |
Class D Common Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities) |
FNLR04616 (CUSIP Number) |
12/31/2024 (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. | FNLR04616 |
| 1 | Names of Reporting Persons TTC Multi-Strategy Fund QP, LP | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,489,322.00 | ||||||||
| 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) 17.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | FNLR04616 |
| 1 | Names of Reporting Persons Tiedemann Advisors GP, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,489,322.00 | ||||||||
| 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) 17.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | FNLR04616 |
| 1 | Names of Reporting Persons Tiedemann Advisors, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,319,406.00 | ||||||||
| 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) 57.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
SCHEDULE 13G |
| CUSIP No. | FNLR04616 |
| 1 | Names of Reporting Persons AlTi Wealth & Capital Solutions Holdings, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,319,406.00 | ||||||||
| 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) 57.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | FNLR04616 |
| 1 | Names of Reporting Persons AlTi Global Holdings, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,319,406.00 | ||||||||
| 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) 57.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | FNLR04616 |
| 1 | Names of Reporting Persons AlTi Global Topco Ltd | ||||||||
| 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 ISLE OF MAN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,319,406.00 | ||||||||
| 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) 57.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | FNLR04616 |
| 1 | Names of Reporting Persons AlTi Global Capital, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,319,406.00 | ||||||||
| 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) 57.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | FNLR04616 |
| 1 | Names of Reporting Persons AlTi Global, Inc. | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,319,406.00 | ||||||||
| 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) 57.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, CO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Fortress Net Lease REIT | |
| (b) | Address of issuer's principal executive
offices: 1345 Avenue of the Americas, New York, NY 10105 | |
| Item 2. | ||
| (a) | Name of person filing: TTC Multi-Strategy Fund QP, LP
Tiedemann Advisors GP, LLC
Tiedemann Advisors, LLC
AlTi Wealth & Capital Solutions Holdings, LLC
AlTi Global Holdings, LLC
AlTi Global Topco Ltd
AlTi Global Capital, LLC
AlTi Global, Inc. | |
| (b) | Address or principal business office or, if
none, residence: TTC Multi-Strategy Fund QP, LP
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017
Tiedemann Advisors GP, LLC
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017
Tiedemann Advisors, LLC
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017
AlTi Wealth & Capital Solutions Holdings, LLC
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017
AlTi Global Holdings, LLC
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017
AlTi Global Topco Ltd
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017
AlTi Global Capital, LLC
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017
AlTi Global, Inc.
c/o AlTi Global, Inc.
22 Vanderbilt Avenue, 27th Floor
New York, New York 10017 | |
| (c) | Citizenship: TTC Multi-Strategy Fund QP, LP - Delaware
Tiedemann Advisors GP, LLC - Delaware
Tiedemann Advisors, LLC - Delaware
AlTi Wealth & Capital Solutions Holdings, LLC - Delaware
AlTi Global Holdings, LLC - Delaware
AlTi Global Topco Ltd - Other - Isle of Man
AlTi Global Capital, LLC - Delaware
AlTi Global, Inc. - Delaware | |
| (d) | Title of class of securities: Class D Common Shares of Beneficial Interest, par value $0.01 per share | |
| (e) | CUSIP No.: FNLR04616 | |
| 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: TTC Multi-Strategy Fund QP, LP - 6,489,322
Tiedemann Advisors GP, LLC - 6,489,322
Tiedemann Advisors, LLC - 21,319,406
AlTi Wealth & Capital Solutions Holdings, LLC - 21,319,406
AlTi Global Holdings, LLC - 21,319,406
AlTi Global Topco Ltd - 21,319,406
AlTi Global Capital, LLC - 21,319,406
AlTi Global, Inc. - 21,319,406 | |
| (b) | Percent of class: TTC Multi-Strategy Fund QP, LP - 17.6%
Tiedemann Advisors GP, LLC - 17.6%
Tiedemann Advisors, LLC - 57.8%
AlTi Wealth & Capital Solutions Holdings, LLC - 57.8%
AlTi Global Holdings, LLC - 57.8%
AlTi Global Topco Ltd - 57.8%
AlTi Global Capital, LLC - 57.8%
AlTi Global, Inc. - 57.8% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: TTC Multi-Strategy Fund QP, LP - 0
Tiedemann Advisors GP, LLC - 0
Tiedemann Advisors, LLC - 0
AlTi Wealth & Capital Solutions Holdings, LLC - 0
AlTi Global Holdings, LLC - 0
AlTi Global Topco Ltd - 0
AlTi Global Capital, LLC - 0
AlTi Global, Inc. - 0 | ||
| (ii) Shared power to vote or to direct the
vote: TTC Multi-Strategy Fund QP, LP - 6,489,322
Tiedemann Advisors GP, LLC - 6,489,322
Tiedemann Advisors, LLC - 21,319,406
AlTi Wealth & Capital Solutions Holdings, LLC - 21,319,406
AlTi Global Holdings, LLC - 21,319,406
AlTi Global Topco Ltd - 21,319,406
AlTi Global Capital, LLC - 21,319,406
AlTi Global, Inc. - 21,319,406 | ||
| (iii) Sole power to dispose or to direct the
disposition of: TTC Multi-Strategy Fund QP, LP - 0
Tiedemann Advisors GP, LLC - 0
Tiedemann Advisors, LLC - 0
AlTi Wealth & Capital Solutions Holdings, LLC - 0
AlTi Global Holdings, LLC - 0
AlTi Global Topco Ltd - 0
AlTi Global Capital, LLC - 0
AlTi Global, Inc. - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: TTC Multi-Strategy Fund QP, LP - 6,489,322
Tiedemann Advisors GP, LLC - 6,489,322
Tiedemann Advisors, LLC - 21,319,406
AlTi Wealth & Capital Solutions Holdings, LLC - 21,319,406
AlTi Global Holdings, LLC - 21,319,406
AlTi Global Topco Ltd - 21,319,406
AlTi Global Capital, LLC - 21,319,406
AlTi Global, Inc. - 21,319,406 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Tiedemann Advisors, LLC. None of those advisory clients, other than TTC Multi-Strategy Fund QP, LP, may be deemed to beneficially own more than 5% of the Class D Common Shares of Beneficial Interest, par value $0.01 per share. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
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.
Please see Exhibit B attached hereto. | ||
| 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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
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Comments accompanying signature:
* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit
Information |
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification |