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^*

Bhatt Kevin

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS

18TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2013

3. Issuer Name and Ticker or Trading Symbol
STONEGATE MORTGAGE CORP [ SGM ]

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

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

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	91,984⁽⁵⁾	I	See Note 1⁽¹⁾
Common Stock	6,930,757⁽⁵⁾	I	See Note 2⁽²⁾
Common Stock	104,691⁽⁵⁾	I	See Note 3⁽³⁾
Common Stock	33,239⁽⁵⁾	I	See note 4⁽⁴⁾

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)
Common Stock Warrants	03/29/2013	05/15/2018	Common Stock	3,906⁽⁵⁾	$18	I	See Note 1⁽¹⁾
Common Stock Warrants	03/29/2013	05/15/2018	Common Stock	238,715⁽⁵⁾	$18	I	See Note 2⁽²⁾

Explanation of Responses:

1. The record holder of these securities is Long Ridge Equity Partners, LLC, over which Messrs. Kevin Bhatt and James Brown have voting and dispositive authority.

2. The record holder of these securities is Stonegate Investors Holdings, LLC, of which Long Ridge Equity Partners, LLC is the managing member over which Messrs. Kevin Bhatt and James Brown have voting and dispositive authority.

3. The record holder of these securities is Long Ridge Equity Partners I, LP, of which Long Ridge Equity Partners, LLC is the managing member over which Messrs. Kevin Bhatt and James Brown have voting and dispositive authority.

4. The record holder of these securities is Long Ridge Offshore Subsidiary Holdings, LLC, of which Long Ridge Equity Partners, LLC is the managing member over which Messrs. Kevin Bhatt and James Brown have voting and dispositive authority.

5. Mr. Kevin Bhatt disclaims pecuniary interest in these securities except to the extent of his direct, undivided pecuniary interest.

	/s/ Kevin Bhatt	10/10/2013
	** 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).
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