¨	Rule 13d-1(b)
þ	Rule 13d-1(c)
¨	Rule 13d-1(d)

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON   FIG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  [      ]   (b)  [      ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   20,012,564*
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [      ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.66%*
12	TYPE OF REPORTING PERSON   IA

 

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON   Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  [      ]   (b)  [      ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   20,012,564*
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [      ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.66%*
12	TYPE OF REPORTING PERSON   PN

 

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON   FIG Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  [      ]   (b)  [      ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   20,012,564*
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [      ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.66%*
12	TYPE OF REPORTING PERSON   CO

 

 

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON   Fortress Investment Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  [      ]   (b)  [      ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   20,012,564*
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [      ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.66%*
12	TYPE OF REPORTING PERSON   OO

 

Item 1.
	(a)	Name of Issuer:
		The name of the issuer is American Capital, Ltd. (the “Issuer”).
	(b)	Address of Issuer’s Principal Executive Offices:
		The Issuer’s principal executive offices are located at 2 Bethesda Metro Center,
		14th Floor, Bethesda, MD 20814.
Item 2.
	(a)	Name of Person Filing:
		This statement is filed by:
		(i)	FIG LLC, a Delaware limited liability company;
		(ii)	Fortress Operating Entity I LP, a Delaware limited partnership;
		(iii)	FIG Corp., a Delaware corporation
		(iv)	Fortress Investment Group LLC, a Delaware limited liability company.
		The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly.  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

 

	(b)	Address of Principal Business Office:
		The address of the principal business office of each of the Reporting Persons is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105, Attention: Michael Cohn.
	(c)	Citizenship:
		Each of FIG LLC and Fortress Investment Group LLC is a limited liability company organized under the laws of the State of Delaware. Each of Fortress Operating Entity I LP is a limited partnership organized under the laws of the State of Delaware. FIG Corp. is a corporation organized under the laws of the State of Delaware.
	(d)	Title of Class of Securities:
		Common Stock, par value $0.01 per share (the “Common Stock”)
	(e)	CUSIP Number:
		02503Y103
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	o	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)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership.
	The percentages used in Item 1 above and this Item 4 are calculated based on 353,824,055 shares of Common Stock outstanding as of July 29, 2011 as reported in the Issuer’s Form 10-Q filed on August 3, 2011.

	A.	FIG LLC
		(a)	Amount beneficially owned:  20,012,564
		(b)	Percent of class:  5.66%
		(c)	(i)	Sole power to vote or direct the vote:  0
			(ii)	Shared power to vote or direct the vote: 20,012,564
			(iii)	Sole power to dispose or direct the disposition:  0
			(iv)	Shared power to dispose or direct the disposition:  20,012,564
	B.	Fortress Operating Entity I LP
		(a)	Amount beneficially owned:  20,012,564
		(b)	Percent of class:  5.66%
		(c)	(i)	Sole power to vote or direct the vote:  0
			(ii)	Shared power to vote or direct the vote: 20,012,564
			(iii)	Sole power to dispose or direct the disposition:  0
			(iv)	Shared power to dispose or direct the disposition:  20,012,564
	C.	FIG Corp.
		(a)	Amount beneficially owned:  20,012,564
		(b)	Percent of class:  5.66%
		(c)	(i)	Sole power to vote or direct the vote:  0
			(ii)	Shared power to vote or direct the vote: 20,012,564
			(iii)	Sole power to dispose or direct the disposition:  0
			(iv)	Shared power to dispose or direct the disposition:  20,012,564
	D.	Fortress Investment Group LLC
		(a)	Amount beneficially owned:  20,012,564
		(b)	Percent of class:  5.66%
		(c)	(i)	Sole power to vote or direct the vote:  0
			(ii)	Shared power to vote or direct the vote: 20,012,564
			(iii)	Sole power to dispose or direct the disposition:  0
			(iv)	Shared power to dispose or direct the disposition:  20,012,564

 

 

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.
	See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of a 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 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.

 

	FIG LLC
	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

	FORTRESS OPERATING ENTITY I LP
	By its General Partner FIG Corp.
	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

	FIG CORP.
	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

 

	FORTRESS INVESTMENT GROUP LLC
	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

 
 

 
 

Exhibit No.		Exhibit
1		Identification of Relevant Subsidiaries
2		Joint Filing Agreement, dated August 18, 2011, by and among FIG LLC, Fortress Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC.