Edgar Filing: Brookdale Senior Living Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Fortress Investment Group LLC

2. Issuer Name and Ticker or Trading Symbol
Brookdale Senior Living Inc. [BKD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2009

(Street)

NEW YORK, NY 10105

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/13/2009		S		9,102,708	D	$ 15.52	0	I	FRIT Holdings LLC ⁽¹⁾ ⁽²⁾
Common Stock	11/13/2009		S		7,791,859	D	$ 15.52	15,871,424	I	Fort GB Holdings LLC ⁽¹⁾ ⁽³⁾
Common Stock	11/13/2009		S		444,317	D	$ 15.52	905,042	I	FABP (GAGACQ) LP ⁽¹⁾ ⁽³⁾
Common Stock	11/13/2009		S		826,292	D	$ 15.52	0	I	FBIF Holdings LLC ⁽¹⁾ ⁽⁴⁾
Common Stock	11/13/2009		S		38,064	D	$ 15.52	74,436	I	Drawbridge DSO Securities LLC ⁽¹⁾ ⁽⁵⁾
Common Stock	11/13/2009		S		1,760	D	$ 15.52	10,740	I	Drawbridge OSO Securities LLC ⁽¹⁾ ⁽⁵⁾
Common Stock								3,026,435	I	Fortress Investment Fund IV (Fund A) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								1,222,077	I	Fortress Investment Fund IV (Fund B) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								289,968	I	Fortress Investment Fund IV (Fund C) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								1,810,004	I	Fortress Investment Fund IV (Fund D) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								211,916	I	Fortress Investment Fund IV (Fund E) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								95,084	I	Fortress Investment Fund IV (Fund F) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								114,081	I	Fortress Investment Fund IV (Fund G) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								790,673	I	Fortress Investment Fund IV (Coinvestment Fund A) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								492,823	I	Fortress Investment Fund IV (Coinvestment Fund B) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								98,164	I	Fortress Investment Fund IV (Coinvestment Fund C) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								473,183	I	Fortress Investment Fund IV (Coinvestment Fund D) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								40,635	I	Fortress Investment Fund IV (Coinvestment Fund F) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								135,391	I	Fortress Investment Fund IV (Coinvestment Fund G) L.P. ⁽¹⁾ ⁽⁶⁾
Common Stock								8,793,392	I	Fortress RIC Coinvestment Fund LP ⁽¹⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105		X
FIG LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105		X
FIG Corp. 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105		X
Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105		X
FORTRESS FUND MM II LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105		X

Signatures

/s/ David Brooks, as Authorized Signatory of Fortress Investment Group LLC		11/16/2009
^**Signature of Reporting Person		Date
/s/ David Brooks, as Secretary of FIG LLC		11/16/2009
^**Signature of Reporting Person		Date
/s/ David Brooks, as Secretary of FIG Corp.		11/16/2009
^**Signature of Reporting Person		Date
/s/ David Brooks, as Secretary of Fortress Operating Entity I LP		11/16/2009
^**Signature of Reporting Person		Date
/s/ David Brooks, as Vice President of Fortress Fund MM II LLC		11/16/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or otherwise.
(2)	FRIT Holdings LLC is wholly-owned by Fortress Investment Fund Sister Company LLC. Fortress Fund MM LLC is the managing member of Fortress Investment Fund Sister Company LLC. FIG LLC is the sole managing member of Fortress Fund MM LLC. Fortress Operating Entity I LP ("FOE I") is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.
(3)	Fort GB Holdings LLC is a wholly-owned subsidiary of Fortress (GAGACQ) LLC. Fortress Fund MM II LLC is the managing member of Fortress (GAGACQ) LLC and the general partner of FABP (GAGACQ) LP. FIG LLC is the sole managing member of Fortress Fund MM II LLC. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.
(4)	FIG Advisors LLC is the investment manager of FBIF Holdings LLC. FIG Advisors LLC is a wholly-owned subsidiary of FIG LLC. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.
(5)	Drawbridge DSO Securities LLC is a wholly-owned subsidiary of Drawbridge Special Opportunities Fund LP ("Drawbridge LP"). Drawbridge OSO Securities LLC is a wholly-owned subsidiary of Drawbridge Special Opportunities Fund Ltd. ("Drawbridge Ltd"). Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge LP and Drawbridge Ltd. FIG LLC is the 100% owner of Drawbridge Special Opportunities Advisors LLC. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.
(6)	FIG LLC is the investment manager of Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., Fortress Investment Fund IV (Coinvestment Fund D) L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., and Fortress Investment Fund IV (Coinvestment Fund G) L.P. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.
(7)	FIG LLC is the investment manager of Fortress RIC Coinvestment Fund LP. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

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