Pursuant to Section 13 or 15(d)
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Date of Report (Date of earliest event reported): July 19, 2022

(Exact name of registrant as specified in its charter)

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1345 Avenue of the Americas, 45th Floor
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ITEM 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2022, the Board of Directors (the “Board”) of FTAI Infrastructure LLC, which will convert to a corporation prior to the closing of the Distribution (as defined below) and be renamed FTAI Infrastructure Inc. (the “Company” or "FTAI Infrastructure"), appointed Judith A. Hannaway to the Board, effective immediately. Upon her appointment, Ms. Hannaway was also named by the Board as a member of the Company's Audit Committee. Ms. Hannaway will also be appointed to the Nominating and Corporate Governance Committee and Compensation Committee of the Company, effective upon the Distribution.

In addition, on July 19, 2022 and effective upon closing of the previously announced distribution by Fortress Transportation and Infrastructure Investors LLC (“FTAI”) of the outstanding shares of common stock of FTAI Infrastructure owned by FTAI to FTAI shareholders of record as of the close of business on July 21, 2022 (the “Distribution”), the Board of FTAI Infrastructure increased the size of the Board from two to four members and appointed James L. Hamilton and Ray M. Robinson to the Board.  Upon the effectiveness of their appointment, Messrs. Hamilton and Robinson also will both serve as members of the Company's Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.  The Distribution is expected to occur on August 1, 2022.

Biographical information for Ms. Hannaway, Mr. Hamilton and Mr. Robinson and a description of FTAI Infrastructure's director compensation program is set forth in the section entitled "Management" in FTAI Infrastructure's Information Statement, dated July 15, 2022, attached as Exhibit 99.1 to FTAI Infrastructure's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 15, 2022 (File No. 001-41370), and such information and description are incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 19, 2022
/s/ Kenneth J. Nicholson
Name:          Kenneth J. Nicholson
Title:          Chief Executive Officer and President