SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NARDONE RANDAL A

(Last) (First) (Middle)
C/O FORTRESS INVESTMENT GROUP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [ NCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 09/22/2011 P 219,780 A $4.55 633,980 D
Common Stock, par value $0.01 per share 2,380 I By Self as Custodian for Daughter
Common Stock, par value $0.01 per share 5,000 I The Flying O Foundation
Common Stock, par value $0.01 per share 1,025,729 I Fortress Operating Entity I LP (1)
Common Stock, par value $0.01 per share 134,800 I Fortress Partners Securities LLC (2)
Common Stock, par value $0.01 per share 56,800 I Fortress Partners Offshore Securities LLC (3)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Mr. Nardone may be deemed a beneficial owner of the shares held directly by Fortress Operating Entity I L.P. ("FOE I") only to the extent of his pecuniary interest in FOE I, which arises from his ownership interest in Fortress Investment Group LLC ("Fortress") and FOE I. Mr. Nardone otherwise disclaims beneficial ownership in these shares.
2. Mr. Nardone may be deemed a beneficial owner of the shares held directly by Fortress Partners Securities LLC ("FPS") only to the extent of his pecuniary interest in FPS, which arises from his ownership interest in Fortress and FOE I. Mr. Nardone otherwise disclaims beneficial ownership in these shares.
3. Mr. Nardone may be deemed a beneficial owner of the shares held directly by Fortress Partners Offshore Securities LLC ("FPOS") only to the extent of his pecuniary interest in FPOS, which arises from his ownership interest in Fortress and FOE I. Mr. Nardone otherwise disclaims beneficial ownership in these shares.
Remarks:
/s/ Randal A. Nardone 09/26/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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