0000950157-18-000869.txt : 20180802 0000950157-18-000869.hdr.sgml : 20180802 20180802172543 ACCESSION NUMBER: 0000950157-18-000869 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180731 FILED AS OF DATE: 20180802 DATE AS OF CHANGE: 20180802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIF HE Holdings LLC CENTRAL INDEX KEY: 0001543422 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18989600 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-479-7116 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Fund IV GP Holdings Ltd. CENTRAL INDEX KEY: 0001504316 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18989601 BUSINESS ADDRESS: STREET 1: C/O FIG LLC 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212 798 6100 MAIL ADDRESS: STREET 1: C/O FIG LLC 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS INVESTMENT FUND GP (HOLDINGS) LLC CENTRAL INDEX KEY: 0001371256 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18989603 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIG LLC CENTRAL INDEX KEY: 0001245521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18989604 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46 FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46 FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: FORTRESS INVESTMENT GROUP LLC DATE OF NAME CHANGE: 20030621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Operating Entity I LP CENTRAL INDEX KEY: 0001387344 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18989605 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIG Corp. CENTRAL INDEX KEY: 0001387345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18989606 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6110 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Investment Group LLC CENTRAL INDEX KEY: 0001380393 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18989607 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: Fortress Investment Group Holdings LLC DATE OF NAME CHANGE: 20061107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nationstar Mortgage Holdings Inc. CENTRAL INDEX KEY: 0001520566 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 452156869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8950 CYPRESS WATERS BOULEVARD CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: (469) 549-2000 MAIL ADDRESS: STREET 1: 8950 CYPRESS WATERS BOULEVARD CITY: COPPELL STATE: TX ZIP: 75019 4 1 form4.xml X0306 4 2018-07-31 true 0001520566 Nationstar Mortgage Holdings Inc. NSM 0001380393 Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK NY 10105 true 0001387345 FIG Corp. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK NY 10105 true 0001387344 Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK NY 10105 true 0001245521 FIG LLC 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK NY 10105 true 0001371256 FORTRESS INVESTMENT FUND GP (HOLDINGS) LLC 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK NY 10105 true 0001504316 Fortress Fund IV GP Holdings Ltd. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK NY 10105 true 0001543422 FIF HE Holdings LLC 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK NY 10105 true Common Stock, $0.01 par value per share (the "Common Stock") 2018-07-31 4 J 0 68104736 D 0 I By FIF HE Holdings LLC Each share of Common Stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, WMIH Corp. ("WMIH") and Wand Merger Corporation, a wholly owned subsidiary of WMIH, in exchange for either (i) $18.00 in cash, without interest or (ii) 12.7793 shares of validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of WMIH, in each case, subject to the merger consideration election made by the reporting person and the proration and adjustments set forth in the Merger Agreement. Fortress Investment Group LLC wholly owns FIG Corp., which is the general partner of Fortress Operating Entity I LP ("FOE I"), which is the sole managing member of each of FIG LLC and Fortress Investment Fund GP (Holding) LLC ("Holdings III") and wholly owns Fortress Fund IV GP Holdings Ltd. ("Holdings IV"). Holdings III is the sole managing member of Fortress Fund III GP LLC ("GP III"). Holdings IV is the general partner of Fortress Fund IV GP L.P. ("GP IV"). GP III is the general partner of and FIG LLC is the investment advisor to each of Fortress Investment Fund III LP ("Fund III"), Fortress Investment Fund III (Fund B) LP ("Fund III B"), Fortress Investment Fund III (Fund C) LP ("Fund III C"), Fortress Investment Fund III (Fund D) LP ("Fund III D") and Fortress Investment Fund III (Fund E) LP ("Fund III E"). Fund III B is the sole managing member of FIF III B HE BLKR LLC ("Blocker III B"). Fund III C is the sole managing member of FIF III C HE BLKR LLC ("Blocker III C", together with Fund III, Fund III D, Fund III E and Blocker III B, "Fortress Funds III"). GP IV is the general partner of and FIG LLC is the investment advisor to each of Fortress Investment Fund IV (Fund A) L.P. ("Fund IV A"), Fortress Investment Fund IV (Fund B) L.P. ("Fund IV B"), Fortress Investment Fund IV (Fund C) L.P. ("Fund IV C"), Fortress Investment Fund IV (Fund D) L.P. ("Fund IV D"), Fortress Investment Fund IV (Fund E) L.P. ("Fund IV E"), Fortress Investment Fund IV (Fund F) L.P. ("Fund IV F") and Fortress Investment Fund IV (Fund G) L.P. ("Fund IV G", together with Fund IV C and Fund IV F, "Funds IV CFG"). Fund IV B is the sole managing member of FIF IV B HE BLKR LLC ("Blocker IV B"). Funds IV CFG wholly own FIF IV CFG HE BLKR LLC ("Blocker IV CFG", together with Fund IV A, Fund IV D, Fund IV E, Blocker IV B and Fortress Funds III, "Fortress Funds"). Fortress Funds are the sole holders of the common units of FIF HE Holdings LLC, which directly held the shares of Common Stock disposed of pursuant to the Merger Agreement. Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise. Form 1 of 3. This Form 3 is the first of three being filed by Fortress Investment Group LLC. Three Forms 3 (each, a "Form") are being filed as there are more than twenty joint filers. Filers on the second Form are: Fortress Fund III GP LLC, Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) L.P., Fortress Investment Fund III (Fund E) L.P., FIF III B HE BLKR LLC and FIF III C HE BLKR LLC. Filers on the third Form are: Fortress Fund IV GP L.P., Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., FIF IV B HE BLKR LLC and FIF IV CFG HE BLKR LLC. /s/ David N. Brooks, Secretary of Fortress Investment Group LLC 2018-08-02 /s/ David N. Brooks, Secretary of FIG Corp. 2018-08-02 /s/ David N. Brooks, Secretary of FIG Corp., General Partner of Fortress Operating Entity I LP 2018-08-02 /s/ David N. Brooks, Secretary of FIG LLC 2018-08-02 /s/ David N. Brooks, Secretary of Fortress Investment Fund GP (Holdings) LLC 2018-08-02 /s/ David N. Brooks, Secretary of Fortress Fund IV GP Holdings Ltd. 2018-08-02 /s/ Pete Smith, Manager of FIF HE Holdings LLC 2018-08-02