SC 13G/A 1 13gWSIB02082024_FTAI.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) FTAI AVIATION LTD. -------------------------------------------------------- (NAME OF ISSUER) COMMON SHARES -------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) G3730V105 -------------------------------------------------------- (CUSIP NUMBER) February 8, 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: [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 8,350,704 OWNED BY EACH 6 SHARED VOTING POWER REPORTING 0 PERSON WITH 7 SOLE DISPOSITIVE POWER 8,307,211 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,350,704 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) 8.3% 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: 1345 Avenue of the Americas 45th Floor New York, NY 10105 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: 8,350,704 (b) Percent of class: 8.3% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 8,350,704 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 8,307,211 (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 February 8, 2024 The Washington State Investment Board BY: /s/ Greg Henderson --------------------------------- Name: Greg Henderson Title: Investment Compliance Manager

SEC Form SC 13G/A filed by FTAI Aviation Ltd. (Amendment)