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SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
FTAI AVIATION LTD.
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(NAME OF ISSUER)
COMMON SHARES
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(TITLE OF CLASS OF SECURITIES)
G3730V105
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(CUSIP NUMBER)
September 30, 2024
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
CUSIP No. G3730V105
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
THE WASHINGTON STATE INVESTMENT BOARD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,466,091
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0
PERSON WITH 7 SOLE DISPOSITIVE POWER
6,422,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,466,091
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)
6.3%
12 TYPE OF REPORTING PERSON (See Instructions)
EP
SCHEDULE 13G
This statement on Schedule 13G (this "Statement") is being filed by
The Washington State Investment Board ("WSIB") and relates to the Common Shares
(the "Common Stock") of FTAI Aviation Ltd. (the "Issuer")(f/k/a Fortress
Transportation & Infrastructure Investors LLC and Fortress Transportation &
Infrastructure Investors Ltd.). WSIB invests government pension funds and other
public purpose funds and has investment authority with respect to the
investments of, and acts as agent for, its beneficiary, the state of
Washington. The Common Stock reported in this Statement is beneficially
owned by WSIB as defined in 17 C.F.R. 240.13d-3. The filing of this
Statement, however, shall not be construed as an admission that WSIB
(or any of its principals) is, for purposes of Section 13 of the Exchange Act,
the beneficial owner of such securities.
ITEM 1(A). NAME OF ISSUER:
FTAI AVIATION LTD.
ITEM 1(B). ADDRESS OF ISSUER'S PRINICPAL OFFICES:
415 West 13th Street
7th Floor
New York, NY 10114
United States
ITEM 2(A). NAME OF PERSON FILING:
Washington State Investment Board
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
2100 Evergreen Park Dr SW
PO Box 40916
Olympia, WA 98504
United States
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Shares
ITEM 2(E). CUSIP NUMBER:
G3730V105
ITEM 3. THIS STATEMENT IS BEING FILED PURSUANT TO RULE 13(d)-1(b)
BECAUSE THE REPORTING PERSON FILING IS AS FOLLOWS:
(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
ss.240.13d-1(b)(1)(ii)(E).
(f) [X] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.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) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss.240.13d-1(c), check this
box [ ].
ITEM 4. OWNERSHIP:
PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE
NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE
ISSUER IDENTIFIED IN ITEM 1.
(a) Amount beneficially owned: 6,466,091
(b) Percent of class: 6.3%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
6,466,091
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct
the disposition of:
6,422,598
(iv) Shared power to dispose or to direct
the disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE 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
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. CERTIFICATION
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.
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.
Dated November 5, 2024
The Washington State Investment Board
BY: /s/ Greg Henderson
---------------------------------
Name: Greg Henderson
Title: Investment Compliance Manager