Edgar Filing: SeaCube Container Leasing Ltd.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Fortress Investment Group LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2010

3. Issuer Name and Ticker or Trading Symbol
SeaCube Container Leasing Ltd. [BOX]

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

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

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

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

(Street)

NEW YORK,Â NYÂ 10105

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, par value $0.01 per share	16,000,000	I	By Seacastle Operating Company Ltd. ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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 NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
FIG LLC 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
FIG Corp. 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
Seacastle Operating Co Ltd. 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
Seacastle Inc. 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
Fortress Investment Fund III LP 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
Fortress Investment Fund IV (Fund A) L.P. 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
Fortress Investment Fund IV (Fund D) L.P. 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â
FORTRESS FUND III GP LLC 1345 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10105	Â	Â X	Â	Â

Signatures

/s/ David N. Brooks, Secretary of Fortress Investment Group LLC		10/27/2010
^**Signature of Reporting Person		Date
/s/ David N. Brooks, Secretary of FIG LLC		10/27/2010
^**Signature of Reporting Person		Date
/s/ David N. Brooks, Secretary of Fortress Operating Entity I LP		10/27/2010
^**Signature of Reporting Person		Date
/s/ David N. Brooks, Secretary of FIG Corp.		10/27/2010
^**Signature of Reporting Person		Date
/s/ Chris Annese, as Authorized Signatory of Seacastle Operating Company Ltd.		10/27/2010
^**Signature of Reporting Person		Date
/s/ Chris Annese, as Authorized Signatory of Seacastle Inc.		10/27/2010
^**Signature of Reporting Person		Date
By: Fortress Fund III GP LLC, its General Partner, By: /s/ David N. Brooks, Secretary of Fortress Fund III GP LLC		10/27/2010
^**Signature of Reporting Person		Date
By: Fortress Fund IV GP L.P., its General Partner, By: Fortress Fund IV GP Holdings Ltd., its General Partner, By: /s/ David N. Brooks, Secretary of Fortress Fund IV GP Holdings Ltd.		10/27/2010
^**Signature of Reporting Person		Date
By: Fortress Fund IV GP L.P., its General Partner, By: Fortress Fund IV GP Holdings Ltd., its General Partner, By: /s/ David N. Brooks, Secretary of Fortress Fund IV GP Holdings Ltd.		10/27/2010
^**Signature of Reporting Person		Date
/s/ David N. Brooks, Secretary of Fortress Fund III GP LLC		10/27/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Seacastle Operating Company Ltd. is wholly owned by Seacastle Inc. Seacastle Inc. is wholly owned by Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) L.P., Fortress Investment Fund III (Fund E) L.P., Fortress Investment Fund III (Coinvestment Fund A) LP, Fortress Investment Fund III (Coinvestment Fund B) LP, Fortress Investment Fund III (Coinvestment Fund C) LP and Fortress Investment Fund III (Coinvestment Fund D) L.P. (collectively, the "Fund III Funds"), 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. and certain members of Seacastle Inc.'s management. (Continued in Footnote 2)
(2)	(Continued from Footnote 1) Fortress Fund III GP LLC is the general partner of each of the Fund III Funds. The sole managing member of Fortress Fund III GP LLC is Fortress Investment Fund GP (Holdings) LLC. The sole managing member of Fortress Investment Fund GP (Holdings) LLC is Fortress Operating Entity I LP ("FOE I"). Fortress Fund IV GP L.P. is the general partner of each 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., (Continued in Footnote 3)
(3)	(Continued from Footnote 2) 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. (collectively, the "Fund IV Funds"). Fortress Fund IV GP Holdings Ltd. is the general partner of Fortress Fund IV GP L.P. Fortress Fund IV GP Holdings Ltd. is wholly owned by FOE I. FIG Corp. is the general partner of FOE I. FIG Corp. is wholly owned by Fortress Investment Group LLC. (Continued in Footnote 4)
(4)	(Continued from Footnote 3) 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 the purposes of Section 16 or otherwise.
Â Remarks: FormÂ 1Â ofÂ 2: TheÂ FormÂ isÂ theÂ firstÂ ofÂ twoÂ beingÂ filedÂ byÂ FortressÂ InvestmentÂ Group.Â Â TwoÂ FormsÂ areÂ beingÂ filedÂ asÂ thereÂ areÂ moreÂ thanÂ tenÂ jointÂ filers.Â FilersÂ onÂ theÂ secondÂ ofÂ theÂ twoÂ FormsÂ are:Â FortressÂ InvestmentÂ FundÂ GPÂ (Holdings)Â LLC,Â FortressÂ FundÂ IVÂ GPÂ L.P.Â andÂ FortressÂ FundÂ IVÂ GPÂ HoldingsÂ Ltd.

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