X0306 4 2014-08-18 0 0001175483 NEWCASTLE INVESTMENT CORP NCT 0001124465 NARDONE RANDAL A 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 1 0 0 Secretary Common Stock, par value $0.01 per share 2014-08-18 4 A 0 250000 4.39 A 250000 I RAN 2012 Trust LLC Common Stock, par value $0.01 per share 1426906 D Common Stock, par value $0.01 per share 5000 I Flying O Foundation Common Stock, par value $0.01 per share 2380 I Olivia Nardone UTMA Common Stock, par value $0.01 per share 1037091 I Fortress Operating Entity I LP Common Stock, par value $0.01 per share 134800 I Fortress Partners Securities LLC Common Stock, par value $0.01 per share 56800 I Fortress Partners Offshore Securities LLC Stock Option (right to buy) 4.39 2014-08-18 4 A 0 4000000 0.00 A 2014-08-18 Common Stock, par value $0.01 per share 4000000 4000000 I Fortress Operating Entity I LP On August 18, 2014, RAN 2012 Trust LLC purchased 250,000 shares of the issuer's common stock directly from the issuer in connection with a public offering of common stock by the issuer. The Nardone Family 2012 Trust is the sole member of RAN 2012 Trust LLC. Mr. Nardone acts as co-trustee to The Nardone Family 2012 Trust. 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"), Fortress Partners Securities LLC or Fortress Partners Offshore Securities LLC, as applicable. Mr. Nardone disclaims beneficial ownership of any securities of the issuer held by these entities except to the extent of his pecuniary interest therein. Options were fully vested on date of initial grant from the issuer to FOE I and become exercisable in thirty equal monthly installments beginning on the first of each month following the month in which the options were granted. Mr. Nardone may be deemed to be the beneficial owner of these securities by virtue of his relationship to FOE I. Mr. Nardone disclaims beneficial ownership of any securities of the issuer held by FOE I except to the extent of his pecuniary interest therein. /s/ Randal A. Nardone 2014-08-19