In re FIG LLC

1 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101174 / September 25, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22190 
 
 
In the Matter of 
 
FIG LLC  
 
Respondent. 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”) against FIG LLC (“Fortress” or “Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
                                                 
1
 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 
or entity in this or any other proceeding. 
 

2 
 
Summary 
 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 
together require that any person who directly or indirectly acquires beneficial ownership of more 
than five percent of any voting class of equity security registered under Section 12 of the Exchange 
Act file a statement with the Commission. During the relevant time, beneficial owners could 
comply with this requirement by filing a Schedule 13D with the Commission within 10 days after 
acquiring the requisite amount of beneficial ownership.  Whenever a material change occurred to 
the facts set forth in any Schedule 13D so filed, the disclosure statement was required to have been 
truthfully amended to reflect that material change and filed promptly. 
 
2. Section 16(a) of the Exchange Act requires officers and directors of a company 
with a registered class of equity security, and any beneficial owners of greater than 10 percent of 
such class of equity security, to file certain reports of securities holdings and transactions.  
Enactment of Section 16(a) was motivated by a belief that “the most potent weapon against the 
abuse of insider information is full and prompt publicity” and by a desire “to give investors an idea 
of the purchases and sales by insiders which may in turn indicate their private opinion as to 
prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  The obligation to make Section 
16 filings applies irrespective of profits or the filer’s reasons for engaging in the transactions.   
 
3. While subject to these reporting requirements, Fortress and its affiliates did not 
timely file four reports of their beneficial ownership of certain securities.  Fortress took 
responsibility for making the beneficial ownership filings on behalf of itself and its affiliates.  As a 
result, Fortress violated and caused its affiliates to violate Sections 13(d) and 16(a) and Rules 13d-
1, 13d-2, and 16a-3 thereunder. 
 
Respondent 
 
4. Fortress or FIG LLC is a Delaware limited liability company with a principal place 
of business in New York, New York.  Fortress has been registered as an investment adviser with 
the Commission since 2004 and according to a Form ADV filed with the Commission in July 
2024, conducts business under the name Fortress Investment Group. 
 
Legal Framework 
 
5. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 
any person who has directly or indirectly acquired beneficial ownership of more than five percent 
of any voting class of equity security registered under Section 12 of the Exchange Act to file a 
statement with the Commission disclosing certain information specified in a Schedule 13D.  
During the relevant time, individuals or entities could comply with this requirement by filing a 
Schedule 13D with the Commission within 10 days after they acquired the requisite amount of 

3 
 
beneficial ownership.
2
  Section 13(d) allows shareholders and potential investors to evaluate 
changes in substantial shareholdings.
3  
 
 
6. During the time period relevant to this matter, Section 13(d)(2) of the Exchange Act 
and Rule 13d-2(a) thereunder required a person who had filed a Schedule 13D to file an 
amendment “promptly”
4
 if any material change occurred in the facts set forth in that filing, 
including but not limited to, any material increase or decrease in the percentage of the class 
beneficially owned.  An acquisition or disposition of beneficial ownership of securities in an 
amount equal to one percent or more of a class of equity securities is deemed material by Rule 13d-
2(a). 
 
7. Section 16(a) of the Exchange Act and Rule 16a-3 apply to every officer, director, 
and greater than 10 percent beneficial owner
5
 of any class of equity security registered pursuant to 
Exchange Act Section 12 (collectively referred to herein as “insiders”).  Pursuant to Rule 16a-3(a), 
insiders are required to file initial statements of holdings on Form 3 and keep this information 
current by reporting transactions on Forms 4 and 5.  Specifically, Section 16(a)(2) of the Exchange 
Act and Rule 16a-3 thereunder require that within 10 days after becoming an insider, or on or 
before the effective date of the Section 12 registration of the class of equity security, an insider 
must file a Form 3 report disclosing his or her beneficial ownership of all securities of the issuer.  
These same provisions require that insiders also file Form 4 reports disclosing certain transactions 
resulting in a change in beneficial ownership within two business days following the execution 
date of the transaction.  Pursuant to Rule 16a-3(g)(1), transactions required to be reported on Form 
4 include purchases and sales of securities, exercises and conversions of derivative securities, and 
                                                 
2
 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 
under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 
Amendments”).  Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 
Fed. Reg. 76896 (Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing 
the initial statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 
2024.  Id. at 76897, 76906. 
 
3
 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 
SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 
No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 
section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 
their interest in the equity securities of a company by a substantial amount, within a relatively short period of 
time.”). 
 
4
 Although the term “promptly” was not defined under the rules in effect at the time of the violation, any delay in 
filing beyond the date the filing reasonably could have been made may not have been prompt. Amendments to 
Beneficial Ownership Reporting Requirements, SEC Rel. No. 34-39538, 1998 WL 7449, at *3 n.14 (Jan. 12, 1998). 
   
5
 For purposes of determining who is a greater than 10 percent beneficial owner required to report under Section 
16(a), Rule 16a-1(a)(1) incorporates the standards in Exchange Act Rule 13d-3, which specifies that a “beneficial 
owner” includes any person who directly or indirectly has or shares voting or investment power, regardless of 
whether they have any economic interest in the securities.  More than one person may be a beneficial owner of the 
same securities.   
 

4 
 
grants or awards of securities from the issuer.  In addition, according to Rule 16a-3(f)(1), insiders 
are required to file a Form 5 report within 45 days after the issuer’s fiscal year-end to report any 
transactions or holdings that should have been, but were not, reported on Form 3 or 4 (as 
applicable) during the issuer’s most recent fiscal year and any transactions eligible for deferred 
reporting (unless the corporate insider has previously reported all such transactions).   
 
8. There is no state of mind requirement for violations of Sections 13(d) and 16(a) and 
the rules thereunder.
6
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
7
 
 
 
Facts 
 
Gannett 
 
9. On February 18, 2020, Fortress made a Schedule 13D filing disclosing that Fortress 
and two of its affiliates were beneficial owners of 7,449,581 shares of Gannett Co., Inc. 
(“Gannett”) stock, representing 5.7 percent of the outstanding class.  Fortress and its affiliates 
reportedly were issued the shares or options to acquire the shares in connection with the closing of 
a merger between  Gannett and another entity.  The Schedule 13D was required to be filed within 
10 days of the reported “Date of Event which Requires Filing of this Statement” (“Event Date”), 
which the filing listed as November 19, 2019.  The filing was not made until February 18, 2020, 
however, and was therefore untimely. 
 
10. Fortress took responsibility for making the beneficial ownership filing for itself and 
its affiliates.  Due to an internal error, Fortress did not initially recognize the requirement to file a 
Schedule 13D, because the shares received as a result of the merger created a less than five percent 
beneficial ownership interest in Gannett.  Specifically, a Fortress affiliate already held shares of the 
subsidiary representing a less than five percent ownership interest, and those shares were not 
initially considered when tracking the ownership interest following the merger.  The additional 
share acquisition as a result of the merger caused Fortress and its affiliates to hold a beneficial 
ownership interest in Gannett exceeding the five percent threshold.  Sometime after the merger, 
Fortress’ Compliance Department identified the need to make the Schedule 13D filing.   
 
                                                 
6
 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 
intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 
persons.”); SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to 
establish a violation of Section 16(a) of the Exchange Act). 
 
7
 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 
have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 
(“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to whether violations of 
Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 

5 
 
PLBY Group 
 
11. On March 3, 2021, Fortress filed a Schedule 13D disclosing its and certain 
affiliates’ beneficial ownership of 3,625,202 shares of PLBY Group, Inc. (“PLBY Group”), which 
represented 10.8 percent of the outstanding shares.  In the filing, Fortress represented that the 
Event Date for the filing was February 10, 2021, and that the shares were received in connection 
with a merger.  The Schedule 13D also disclosed that a Fortress affiliate had entered into a lock-up 
and director voting agreement with respect to the shares, which was also disclosed in a Form 8-K 
filed by PLBY Group on February 16, 2021.  Fortress took responsibility for making beneficial 
ownership filings for itself and its affiliates concerning the beneficial ownership interest in PLBY 
Group.   
 
12. Due to an internal error, the received PLBY Group shares were not included in an 
internal monitoring report used by Fortress to prepare Schedule 13D filings until February 23, 
2021.  The Schedule 13D should have been filed within 10 days of February 10, 2021, but was not 
filed until March 3, 2021 and was therefore untimely.  
 
13. On March 3, 2021, Fortress also filed a Form 3 disclosing the beneficial ownership 
in 3,625,202 shares of PLBY Group that was disclosed in the March 3, 2021 Schedule 13D.  The 
filing listed a Date of Event Requiring Statement of February 10, 2021.  The Form 3 should have 
been filed within 10 days of February 10, 2021 and was untimely. 
 
14. Since the filing of the initial PLBY Group Schedule 13D, Fortress has filed 
multiple amendments to that initial filing.  On May 17, 2022, Fortress filed a fourth Schedule 13D 
amendment reporting that it and its affiliates held a beneficial ownership interest in 1,817,620 
shares of PLBY Group, representing four percent of the outstanding class of shares.  This reflected 
a 1.2 percent decrease from the beneficial ownership interest reported in the previous Schedule 
13D Amendment filed on September 30, 2021.   
 
15. The filing represented that the Event Date was May 2, 2022.  The change in 
beneficial ownership interest was due to a combination of disbursements of PLBY Group shares by 
Fortress and its affiliates and an increase in the outstanding share count of PLBY Group common 
stock.  As a result, the beneficial ownership interest held by Fortress and its affiliates had changed 
by more than one percent since the filing of the previous Schedule 13D amendment.  Fortress and 
its affiliates should have filed the Schedule 13D amendment promptly after the May 2, 2022 Event 
Date, but did not make the filing until May 17, 2022, and it was therefore submitted untimely.   
 
Violations 
 
16. As a result of the conduct described above, Respondent violated, and caused its 
affiliates to violate, Sections 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and Rules 13d-1, 
13d-2, and 16a-3 thereunder. 

6 
 
Remedial Efforts 
 
17. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by Respondent, as well as cooperation afforded to the Commission staff. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
 Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 
 
 A. Respondent FIG LLC cease and desist from committing or causing any violations 
and any future violations of Sections 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and Rules 
13d-1, 13d-2, and 16a-3 thereunder. 
 
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $200,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Fortress as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to D. Mark Cave, Associate Director, 
Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 
20549.  

7 
 
 
 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission's counsel in this action, and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
Vanessa A. Countryman 
Secretary 
 

1 

 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101174 / September 25, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22190 

 

 

In the Matter of 

 

FIG LLC  

 

Respondent. 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”) against FIG LLC (“Fortress” or “Respondent”).   

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-

and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   

 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

                                                 
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 

or entity in this or any other proceeding. 

 



2 

 

Summary 

 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 

together require that any person who directly or indirectly acquires beneficial ownership of more 

than five percent of any voting class of equity security registered under Section 12 of the Exchange 

Act file a statement with the Commission. During the relevant time, beneficial owners could 

comply with this requirement by filing a Schedule 13D with the Commission within 10 days after 

acquiring the requisite amount of beneficial ownership.  Whenever a material change occurred to 

the facts set forth in any Schedule 13D so filed, the disclosure statement was required to have been 

truthfully amended to reflect that material change and filed promptly. 

 

2. Section 16(a) of the Exchange Act requires officers and directors of a company 

with a registered class of equity security, and any beneficial owners of greater than 10 percent of 

such class of equity security, to file certain reports of securities holdings and transactions.  

Enactment of Section 16(a) was motivated by a belief that “the most potent weapon against the 

abuse of insider information is full and prompt publicity” and by a desire “to give investors an idea 

of the purchases and sales by insiders which may in turn indicate their private opinion as to 

prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  The obligation to make Section 

16 filings applies irrespective of profits or the filer’s reasons for engaging in the transactions.   

 

3. While subject to these reporting requirements, Fortress and its affiliates did not 

timely file four reports of their beneficial ownership of certain securities.  Fortress took 

responsibility for making the beneficial ownership filings on behalf of itself and its affiliates.  As a 

result, Fortress violated and caused its affiliates to violate Sections 13(d) and 16(a) and Rules 13d-

1, 13d-2, and 16a-3 thereunder. 

 

Respondent 

 

4. Fortress or FIG LLC is a Delaware limited liability company with a principal place 

of business in New York, New York.  Fortress has been registered as an investment adviser with 

the Commission since 2004 and according to a Form ADV filed with the Commission in July 

2024, conducts business under the name Fortress Investment Group. 

 

Legal Framework 

 

5. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 

any person who has directly or indirectly acquired beneficial ownership of more than five percent 

of any voting class of equity security registered under Section 12 of the Exchange Act to file a 

statement with the Commission disclosing certain information specified in a Schedule 13D.  

During the relevant time, individuals or entities could comply with this requirement by filing a 

Schedule 13D with the Commission within 10 days after they acquired the requisite amount of 



3 

 

beneficial ownership.2  Section 13(d) allows shareholders and potential investors to evaluate 

changes in substantial shareholdings.3   

 

6. During the time period relevant to this matter, Section 13(d)(2) of the Exchange Act 

and Rule 13d-2(a) thereunder required a person who had filed a Schedule 13D to file an 

amendment “promptly”4 if any material change occurred in the facts set forth in that filing, 

including but not limited to, any material increase or decrease in the percentage of the class 

beneficially owned.  An acquisition or disposition of beneficial ownership of securities in an 

amount equal to one percent or more of a class of equity securities is deemed material by Rule 13d-

2(a). 

 

7. Section 16(a) of the Exchange Act and Rule 16a-3 apply to every officer, director, 

and greater than 10 percent beneficial owner5 of any class of equity security registered pursuant to 

Exchange Act Section 12 (collectively referred to herein as “insiders”).  Pursuant to Rule 16a-3(a), 

insiders are required to file initial statements of holdings on Form 3 and keep this information 

current by reporting transactions on Forms 4 and 5.  Specifically, Section 16(a)(2) of the Exchange 

Act and Rule 16a-3 thereunder require that within 10 days after becoming an insider, or on or 

before the effective date of the Section 12 registration of the class of equity security, an insider 

must file a Form 3 report disclosing his or her beneficial ownership of all securities of the issuer.  

These same provisions require that insiders also file Form 4 reports disclosing certain transactions 

resulting in a change in beneficial ownership within two business days following the execution 

date of the transaction.  Pursuant to Rule 16a-3(g)(1), transactions required to be reported on Form 

4 include purchases and sales of securities, exercises and conversions of derivative securities, and 

                                                 
2 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 

under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 

Amendments”).  Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 

Fed. Reg. 76896 (Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing 

the initial statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 

2024.  Id. at 76897, 76906. 

 
3 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 

SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 

No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 

section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 

their interest in the equity securities of a company by a substantial amount, within a relatively short period of 

time.”). 

 
4 Although the term “promptly” was not defined under the rules in effect at the time of the violation, any delay in 

filing beyond the date the filing reasonably could have been made may not have been prompt. Amendments to 

Beneficial Ownership Reporting Requirements, SEC Rel. No. 34-39538, 1998 WL 7449, at *3 n.14 (Jan. 12, 1998). 

   
5 For purposes of determining who is a greater than 10 percent beneficial owner required to report under Section 

16(a), Rule 16a-1(a)(1) incorporates the standards in Exchange Act Rule 13d-3, which specifies that a “beneficial 

owner” includes any person who directly or indirectly has or shares voting or investment power, regardless of 

whether they have any economic interest in the securities.  More than one person may be a beneficial owner of the 

same securities.   

 



4 

 

grants or awards of securities from the issuer.  In addition, according to Rule 16a-3(f)(1), insiders 

are required to file a Form 5 report within 45 days after the issuer’s fiscal year-end to report any 

transactions or holdings that should have been, but were not, reported on Form 3 or 4 (as 

applicable) during the issuer’s most recent fiscal year and any transactions eligible for deferred 

reporting (unless the corporate insider has previously reported all such transactions).   

 

8. There is no state of mind requirement for violations of Sections 13(d) and 16(a) and 

the rules thereunder.6  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.7  

 

Facts 

 

Gannett 

 

9. On February 18, 2020, Fortress made a Schedule 13D filing disclosing that Fortress 

and two of its affiliates were beneficial owners of 7,449,581 shares of Gannett Co., Inc. 

(“Gannett”) stock, representing 5.7 percent of the outstanding class.  Fortress and its affiliates 

reportedly were issued the shares or options to acquire the shares in connection with the closing of 

a merger between  Gannett and another entity.  The Schedule 13D was required to be filed within 

10 days of the reported “Date of Event which Requires Filing of this Statement” (“Event Date”), 

which the filing listed as November 19, 2019.  The filing was not made until February 18, 2020, 

however, and was therefore untimely. 

 

10. Fortress took responsibility for making the beneficial ownership filing for itself and 

its affiliates.  Due to an internal error, Fortress did not initially recognize the requirement to file a 

Schedule 13D, because the shares received as a result of the merger created a less than five percent 

beneficial ownership interest in Gannett.  Specifically, a Fortress affiliate already held shares of the 

subsidiary representing a less than five percent ownership interest, and those shares were not 

initially considered when tracking the ownership interest following the merger.  The additional 

share acquisition as a result of the merger caused Fortress and its affiliates to hold a beneficial 

ownership interest in Gannett exceeding the five percent threshold.  Sometime after the merger, 

Fortress’ Compliance Department identified the need to make the Schedule 13D filing.   

 

                                                 
6 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 

intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 

persons.”); SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to 

establish a violation of Section 16(a) of the Exchange Act). 

 
7 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 

have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 

(“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to whether violations of 

Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 



5 

 

PLBY Group 

 

11. On March 3, 2021, Fortress filed a Schedule 13D disclosing its and certain 

affiliates’ beneficial ownership of 3,625,202 shares of PLBY Group, Inc. (“PLBY Group”), which 

represented 10.8 percent of the outstanding shares.  In the filing, Fortress represented that the 

Event Date for the filing was February 10, 2021, and that the shares were received in connection 

with a merger.  The Schedule 13D also disclosed that a Fortress affiliate had entered into a lock-up 

and director voting agreement with respect to the shares, which was also disclosed in a Form 8-K 

filed by PLBY Group on February 16, 2021.  Fortress took responsibility for making beneficial 

ownership filings for itself and its affiliates concerning the beneficial ownership interest in PLBY 

Group.   

 

12. Due to an internal error, the received PLBY Group shares were not included in an 

internal monitoring report used by Fortress to prepare Schedule 13D filings until February 23, 

2021.  The Schedule 13D should have been filed within 10 days of February 10, 2021, but was not 

filed until March 3, 2021 and was therefore untimely.  

 

13. On March 3, 2021, Fortress also filed a Form 3 disclosing the beneficial ownership 

in 3,625,202 shares of PLBY Group that was disclosed in the March 3, 2021 Schedule 13D.  The 

filing listed a Date of Event Requiring Statement of February 10, 2021.  The Form 3 should have 

been filed within 10 days of February 10, 2021 and was untimely. 

 

14. Since the filing of the initial PLBY Group Schedule 13D, Fortress has filed 

multiple amendments to that initial filing.  On May 17, 2022, Fortress filed a fourth Schedule 13D 

amendment reporting that it and its affiliates held a beneficial ownership interest in 1,817,620 

shares of PLBY Group, representing four percent of the outstanding class of shares.  This reflected 

a 1.2 percent decrease from the beneficial ownership interest reported in the previous Schedule 

13D Amendment filed on September 30, 2021.   

 

15. The filing represented that the Event Date was May 2, 2022.  The change in 

beneficial ownership interest was due to a combination of disbursements of PLBY Group shares by 

Fortress and its affiliates and an increase in the outstanding share count of PLBY Group common 

stock.  As a result, the beneficial ownership interest held by Fortress and its affiliates had changed 

by more than one percent since the filing of the previous Schedule 13D amendment.  Fortress and 

its affiliates should have filed the Schedule 13D amendment promptly after the May 2, 2022 Event 

Date, but did not make the filing until May 17, 2022, and it was therefore submitted untimely.   

 

Violations 

 

16. As a result of the conduct described above, Respondent violated, and caused its 

affiliates to violate, Sections 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and Rules 13d-1, 

13d-2, and 16a-3 thereunder. 



6 

 

Remedial Efforts 

 

17. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondent, as well as cooperation afforded to the Commission staff. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

 Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 

 

 A. Respondent FIG LLC cease and desist from committing or causing any violations 

and any future violations of Sections 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and Rules 

13d-1, 13d-2, and 16a-3 thereunder. 

 

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $200,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Fortress as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to D. Mark Cave, Associate Director, 

Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 

20549.  

http://www.sec.gov/about/offices/ofm.htm


7 

 

 

 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action, and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 By the Commission. 

 

Vanessa A. Countryman 

Secretary 

 


	UNITED STATES OF AMERICA
	IV.