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* Brown Jonathan (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/03/2013	3. Issuer Name and Ticker or Trading Symbol NEWCASTLE INVESTMENT CORP [ NCT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Interim Financial Officer	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)
No securities beneficially owned.	0	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	01/09/2004(1)	01/09/2014	Common Stock, par value $0.01 per share	3,300	$11.74	D
Stock Options (right to buy)	05/25/2004(1)	05/25/2014	Common Stock, par value $0.01 per share	3,450	$11.49	D
Stock Options (right to buy)	11/22/2004(1)	11/22/2014	Common Stock, par value $0.01 per share	1,625	$14.05	D
Stock Options (right to buy)	01/12/2005(1)	01/12/2015	Common Stock, par value $0.01 per share	3,300	$13.24	D
Stock Options (right to buy)	11/01/2006(1)	11/01/2016	Common Stock, par value $0.01 per share	1,700	$13.16	D
Stock Options (right to buy)	01/23/2007(1)	01/23/2017	Common Stock, par value $0.01 per share	2,420	$14.01	D
Stock Options (right to buy)	04/11/2007(1)	04/11/2017	Common Stock, par value $0.01 per share	4,560	$12.4	D

Explanation of Responses:

1. 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 and 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).

Remarks:

	/s/ Jonathan Brown	06/13/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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