0001209191-13-024944.txt : 20130508 0001209191-13-024944.hdr.sgml : 20130508 20130508172130 ACCESSION NUMBER: 0001209191-13-024944 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130506 FILED AS OF DATE: 20130508 DATE AS OF CHANGE: 20130508 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: New Residential Investment Corp. CENTRAL INDEX KEY: 0001556593 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 453449660 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 Avenue of the Americas CITY: New York STATE: NY ZIP: 10105 BUSINESS PHONE: 212-479-3195 MAIL ADDRESS: STREET 1: 1345 Avenue of the Americas CITY: New York STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: New Residential Investment LLC DATE OF NAME CHANGE: 20121214 FORMER COMPANY: FORMER CONFORMED NAME: Spinco Inc. DATE OF NAME CHANGE: 20120821 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDENS WESLEY R CENTRAL INDEX KEY: 0001124460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35777 FILM NUMBER: 13825622 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-05-06 0 0001556593 New Residential Investment Corp. NRZ 0001124460 EDENS WESLEY R 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 1 0 0 0 Common Stock 2013-05-06 4 J 0 253025645 D 0 I See footnote Common Stock 1037091 I See footnote Common Stock 2183215 D These shares are owned by Newcastle Investment Corp. ("Newcastle"). New Residential Investment Corp. ("New Residential") is a wholly-owned subsidiary of Newcastle. FIG LLC is the manager of, and a shareholder in, Newcastle. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress Investment Group LLC. Wesley R. Edens is a principal and co-chairman of the board of directors of, and owns approximately 14.4% of, Fortress Investment Group LLC. By virtue of his relationship to Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may have a pecuniary interest in shares beneficially owned by Newcastle. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (Continued in footnote 2) (Continued from footnote 1) On or about May 15, 2013, Newcastle will distribute all of the shares of New Residential that it owns to Newcastle stockholders of record as of the close of business on May 6, 2013. The distribution will be made to the stockholders of Newcastle on a pro rata basis by means of a share dividend. On or prior to the distribution date, New Residential will recapitalize the New Residential common stock held by Newcastle such that Newcastle will distribute to its stockholders one share of New Residential common stock for every one share of Newcastle common stock held by stockholders of Newcastle as of the close of business on May 6, 2013. Reported number of shares reflects the recapitalization of the New Residential common stock that is expected to occur on or prior to the distribution date based on the number of shares of Newcastle common stock outstanding as of the close of business on May 6, 2013. Reported number of shares reflects shares that are expected to be received on the distribution date for the above described stock dividend based on ownership of Newcastle common stock on May 6, 2013. These shares are owned by FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress Investment Group LLC. Mr. Edens is a principal and co-chairman of the board of directors of, and owns approximately 14.4% of, Fortress Investment Group LLC. By virtue of his relationship to Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may have pecuniary interest in shares beneficially owned by FOE I. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. /s/ Cameron MacDougall, his attorney-in-fact 2013-05-08