Edgar Filing: Fortress Investment Group LLC

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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3235-0287

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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
OneMain Holdings, Inc. [OMF]

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

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

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 45TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2018

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/25/2018		S		54,937,500	D	$ 26	0	I	By Springleaf Financial Holdings, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

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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 45TH FLOOR NEW YORK, NY 10105
FIG LLC 1345 AVENUE OF THE AMERICAS 45 FLOOR NEW YORK, NY 10105
Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY 10105
FIG Corp. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY 10105
FCFI Acquisition LLC 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY 10105
Springleaf Financial Holdings, LLC C/O FORTRESS INVESTMENT GROUP 1345 AVENUE OF THE AMERICAS, 45TH FLOOR NEW YORK, NY 10105

Signatures

Fortress Investment Group LLC, by /s/ David N. Brooks, its Secretary		06/27/2018
^**Signature of Reporting Person		Date
FIG LLC, by /s/ David N. Brooks, its Secretary		06/27/2018
^**Signature of Reporting Person		Date
Fortress Operating Entity I LP, by FIG Corp., its general partner, by /s/ David N. Brooks, its Secretary		06/27/2018
^**Signature of Reporting Person		Date
FIG Corp., by /s/ David N. Brooks, its Secretary		06/27/2018
^**Signature of Reporting Person		Date
FCFI Acquisition LLC, by /s/ David N. Brooks, its Secretary		06/27/2018
^**Signature of Reporting Person		Date
Springleaf Financial Holdings, LLC, by /s/ Cameron MacDougall, its Secretary		06/27/2018
^**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)	FCFI Acquisition LLC holds 92.9% of the voting membership interests in Springleaf Financial Holdings, LLC. Fortress Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V (Fund D), L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Fund F) L.P. and Fortress Investment Fund V (Fund G) L.P. (collectively, the "Fund V Funds") collectively own 100% of FCFI Acquisition LLC. FIG LLC is the investment manager of each of the Fund V Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC.
(2)	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.
(3)	Pursuant to the Share Purchase Agreement, dated as of January 3, 2018, among OMH Holdings, L.P. ("OMH"), Springleaf Financial Holdings, LLC ("SFH") and OneMain Holdings, Inc. (the "Company"), SFH sold 54,937,500 shares of Company common stock at a price of $26.00 per share to OMH.

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