X0202 4/A 2003-07-11 2007-04-13 0 0001175483 NEWCASTLE INVESTMENT CORP NCT 0001124465 NARDONE RANDAL A 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 1 0 0 Secretary Common Stock, par value $0.01 per share 2007-04-11 4 P 0 432400 27.75 A 736400 D Common Stock, par value $0.01 per share 1025729 I Fortress Operating Entity II Common Stock, par value $0.01 per share 2380 I By Self as Custodian for Daughter Stock Option (right to buy) 20.35 2003-07-11 4 J 0 26680 0 A 2003-07-11 2013-07-11 Common stock, par value $0.01 26680 26680 I Fortress Operating Entity I Stock Option (right to buy) 22.85 2003-12-01 4 J 0 188872 0 A 2003-12-01 2013-12-01 Common stock, par value $0.01 188872 188872 I Fortress Operating Entity I Stock Option (right to buy) 26.30 2004-01-09 4 J 0 202950 0 A 2004-01-09 2014-01-09 Common stock par value $0.01 202950 202950 I Fortress Operating Entity I Stock Option (right to buy) 31.40 2004-11-22 4 J 0 99937 0 A 2004-11-22 2014-11-22 Common stock, par value $0.01 99937 99937 I Fortress Operating Entity I Stock Option (right to buy) 29.42 2006-10-26 4 J 0 84575 0 A 2006-10-26 2016-10-26 Common stock, par value $0.01 84575 84575 I Fortress Operating Entity I Stock Option (right to buy) 31.30 2007-01-01 4 J 0 120395 0 A 2007-01-01 2017-01-01 Common stock, par value $0.01 120395 120395 I Fortress Operating Entity I Stock Option (right to buy) 25.75 2007-03-14 4 J 0 212175 0 A 2004-05-19 2014-05-19 Common stock, par value $0.01 212175 212175 I Fortress Operating Entity I Stock Option (right to buy) 29.60 2007-03-15 4 J 0 194590 0 A 2005-01-06 2015-01-06 Common stock, par value $0.01 194590 194590 I Fortress Operating entity I Stock Option (right to buy) 27.75 2007-04-11 4 J 0 456000 0 A 2007-04-11 2017-04-11 Common stock, par value $0.01 456000 456000 I Fortress Operating Entity I On April 11, 2007, Mr. Nardone purchased 432,400 shares of the issuer's common stock in connection with a public offering of common stock by the issuer directly from the underwriter at the public offering price. Mr. Nardone may be deemed to be the beneficial owner of these shares by virtue of his relationship to Fortress Operating Entity II ("FOE II," which was formerly known as Fortress Principal Investment Holdings LLC). However, Mr. Nardone disclaims beneficial ownership of any shares of common stock of the issuer held by FOE II except to the extent of his pecuniary interest therein. The acquisition of the options reported in this column has been previously reported on Form 4 and is re-provided for informational purposes. Accordingly, no new acquisition of options is reported in this column. Each of the reported options were automatically granted by the issuer to Fortress Operating Entity I ("FOE I," which was formerly known as Fortress Investment Holdings LLC) pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. Initial option grant was for shares equal to 10% of the number of shares issued by the issuer in a common stock offering that settled on the date indicated in the "transaction date" column. Amount of shares listed represents the portion of shares retained by FOE I after taking into account all assignments. Shares were simultaneously assigned by FOE I to the reporting person, who assumed the options for no value. Options were fully vested on date of initial grant from the issuer to FOE I and became exercisable in thirty equal monthly installments beginning on the first of the month following the month in which the options were granted (indicated in the "date exercisable" column). Mr. Nardone may be deemed to be the beneficial owner of these shares of common stock by virtue of his relationship to Fortress Operating Entity I ("FOE I," which was formerly known as Fortress Investment Holdings LLC). Mr. Nardone disclaims beneficial ownership of any derivative securities (and the underlying shares of common stock) of the issuer held by FOE II except to the extent of his pecuniary interest therein. Each of the reported options were automatically granted by the issuer to FOE I pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. Initial option grant was for shares equal to 10% of the number of shares issued by the issuer in a common stock offering that settled on the date indicated in the "transaction date" column. Represent the portion of options retained by FOE I after taking into account all assignments. This Amendment to Form 4 is being filed to reflect that the footnotes in the original Form 4 referenced Mr. Eden and should have referenced Mr. Nardone. /s/ Randal A. Nardone 2007-04-13