1

NAMES OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

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

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

0

 

 

 

 

12

TYPE OF REPORTING PERSON

 

 

OO

 

 

 

 

Item 1.

(a)

Name of Issuer:

The name of the issuer is Nationstar Mortgage Holdings Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 350 Highland Drive, Lewisville, Texas 75067.

Item 2.

(a)

Name of Person Filing:

(i)

FIF HE Holdings LLC, a Delaware limited liability company (“FIF HE”), directly holds shares of Common Stock of the Issuer reported herein;

(ii)

FIG LLC, a Delaware limited liability company (“FIG”), is the investment manager of each of (a) Fortress Investment Fund III LP, a Delaware limited partnership, Fortress Investment Fund III (Fund B) LP, a Delaware limited partnership, Fortress Investment Fund III (Fund C) LP, a Delaware limited partnership, Fortress Investment Fund III (Fund D) L.P., an exempted limited partnership organized under the laws of the Cayman Islands, and Fortress Investment Fund III (Fund E) L.P., an exempted limited partnership organized under the laws of the Cayman Islands (collectively, the “Fortress III Funds”) and (b) Fortress Investment Fund IV (Fund A) L.P., an exempted limited partnership organized under the laws of the Cayman Islands, Fortress Investment Fund IV (Fund B) L.P., an exempted limited partnership organized under the laws of the Cayman Islands, Fortress Investment Fund IV (Fund C) L.P., an exempted limited partnership organized under the laws of the Cayman Islands, Fortress Investment Fund IV (Fund D) L.P., an exempted limited partnership organized under the laws of the Cayman Islands, Fortress Investment Fund IV (Fund E) L.P., an exempted limited partnership organized under the laws of the Cayman Islands, Fortress Investment Fund IV (Fund F) L.P., an exempted limited partnership organized under the laws of the Cayman Islands, and Fortress Investment Fund IV (Fund G) L.P., an exempted limited partnership organized under the laws of the Cayman Islands (collectively, the “Fortress IV Funds”), and the Fortress III Funds and the Fortress IV Funds, together with certain members of the Issuer’s management, are the sole owners of FIF HE;

(iii)

Fortress Fund III GP LLC, a Delaware limited liability company (“GP III”), is the general partner of each of the Fortress III Funds;

(iv)

Fortress Investment Fund GP (Holdings) LLC, a Delaware limited liability company (“Holdings III”) is the sole managing member of GP III;

(v)

Fortress Fund IV GP L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GP IV”), is the general partner of each of the Fortress IV Funds;

(vi)

Fortress Fund IV GP Holdings Ltd., an exempted company organized under the laws of the Cayman Islands (“Holdings IV”) is the general partner of GP IV;

(vii)

Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is the holder of all the issued and outstanding interests of each of FIG LLC and Holdings IV and the sole managing member of Holdings III;

(viii)

FIG Corp., a Delaware corporation, is the general partner of FOE I; and

(ix)

Fortress Investment Group LLC, a Delaware limited liability company, is the holder of all issued and outstanding shares of FIG Corp.

The foregoing persons, except the members of the Issuer’s management, are collectively referred to as the “Reporting Persons.” 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.

The Joint Filing Agreement among the Reporting Persons to file this Amendment No. 1 to Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act was filed as Exhibit 1 to the Schedule 13G, filed February 14, 2013 and is incorporated herein by reference.

(b)

Address of Principal Business Office or, if None, Residence:

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, 45th Floor, New York, NY 10105, Attention: Chief Compliance Officer.

(c)

Citizenship:

See Item 4 of each of the cover pages.

(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”).

(e)

CUSIP Number:

63861C109.

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(n):

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

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)

☐

Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(a)

Amount beneficially owned:

See Item 9 of each of the cover pages.

(b)

Percent of class:

See Item 11 of each of the cover pages.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: See Item 5 of each of the cover pages.

(ii)

Shared power to vote or to direct the vote: See Item 6 of each of the cover pages.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each of the cover pages.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each of the cover pages.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☒

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.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

 

By:

 

By:

 

By:

FIG CORP. its general partner

 

By:

 

By:

 

By:

FORTRESS FUND IV GP L.P.

FORTRESS FUND IV GP HOLDINGS LTD.

its general partner

 

By: