SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PATEL AMAR R

(Last)

(First)

(Middle)

C/O NATIONSTAR MORTGAGE HOLDINGS INC.

350 HIGHLAND DRIVE

(Street)

LEWISVILLE

75067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2012

3. Issuer Name and Ticker or Trading Symbol
Nationstar Mortgage Holdings Inc. [ NSM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of Portfolio Investments

5. 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 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 Stock	197,434	D⁽¹⁾⁽²⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The shares of common stock of Nationstar Mortgage Holdings Inc. (the "Issuer") reported herein (the "Shares") include 114,045 unregistered Shares that were exchanged by the Issuer for Series 1 Class A membership units ("Class A Units") in FIF HE Holdings LLC pursuant to a Unit Exchange, dated February 24, 2012 (the "Unit Exchange"). These unregistered Shares are subject to a lock-up agreement effective March 7, 2012 (the "Lock-up").

2. The Shares include 83,389 unvested, unregistered Shares (the "Restricted Exchange Shares") that were exchanged by the Issuer for unvested Class A Units pursuant to the Unit Exchange. The Restricted Exchange Shares shall fully vest on June 30, 2012 (the "Vesting Date"), subject to the reporting person's continued employment with the Issuer, and are subject to the Lock-up. On the Vesting Date, the reporting person may deliver shares of the Issuer's common stock to Nationstar Mortgage LLC in an amount equal to the amount of tax required to be withheld by Nationstar Mortgage LLC.

	/s/ Amar R. Patel	03/07/2012
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.