SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EDENS WESLEY R

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Residential Investment Corp. [ NRZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2015
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 06/09/2015 M 547,583 A $6.58 1,066,128 I See Footnote(1)
Common Stock, par value $0.01 per share 06/09/2015 M 849,916 A $4.98 1,916,044 I See Footnote(1)
Common Stock, par value $0.01 per share 06/09/2015 M 751,983 A $6.82 2,668,027 I See Footnote(1)
Common Stock, par value $0.01 per share 06/09/2015 M 909,833 A $7.34 3,577,860 I See Footnote(1)
Common Stock, par value $0.01 per share 06/09/2015 M 1,011,283 A $7.34 4,589,143 I See Footnote(1)
Common Stock, par value $0.01 per share 06/09/2015 M 2,088,928 A $10.24 6,678,071 I See Footnote(1)
Common Stock, par value $0.01 per share 06/09/2015 F 2,913,762 D $16.63(1) 3,764,309 I See Footnote(1)
Common Stock, par value $0.01 per share 1,091,607(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $6.58 06/09/2015 M 547,583 (3)(4) 03/01/2021 Common Stock, par value $0.01 per share 547,583 $0.00 0 I Fortress Operating Entity I(1)
Stock Option (right to buy) $4.98 06/09/2015 M 849,916 (3)(5) 09/01/2021 Common Stock, par value $0.01 per share 849,916 $0.00 0 I Fortress Operating Entity I(1)
Stock Option (right to buy) $6.82 06/09/2015 M 751,983 (3)(6) 04/03/2022 Common Stock, par value $0.01 per share 751,983 $0.00 0 I Fortress Operating Entity I(1)
Stock Option (right to buy) $7.34 06/09/2015 M 909,833 (3)(7) 05/21/2022 Common Stock, par value $0.01 per share 909,833 $0.00 0 I Fortress Operating Entity I(1)
Stock Option (right to buy) $7.34 06/09/2015 M 1,011,283 (3)(8) 07/31/2022 Common Stock, par value $0.01 per share 1,011,283 $0.00 0 I Fortress Operating Entity I(1)
Stock Option (right to buy) $10.24 06/09/2015 M 2,088,928 (3)(9) 01/01/2023 Common Stock, par value $0.01 per share 2,088,928 $0.00 0 I Fortress Operating Entity I(1)
Explanation of Responses:
1. These securities are held directly or indirectly by Fortress Operating Entity I LP ("FOE I"). Wesley R. Edens does not personally own these securities. However, by virtue of his relationship to FOE I as described below, Mr. Edens may be deemed to be a beneficial owner of these securities. Mr. Edens disclaims such beneficial ownership except to the extent of his pecuniary interest in these securities. FIG Corp. is the general partner of 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 a shareholder in, Fortress Investment Group LLC.
2. Reflects the issuer's 1-for-2 reverse stock split that occurred on October 17, 2014.
3. 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 each month following the month in which the options were granted.
4. The options (or predecessor options in the issuer's prior parent corporation) were issued March 1, 2011.
5. The options (or predecessor options in the issuer's prior parent corporation) were issued September 1, 2011.
6. The options (or predecessor options in the issuer's prior parent corporation) were issued April 3, 2012.
7. The options (or predecessor options in the issuer's prior parent corporation) were issued May 21, 2012.
8. The options (or predecessor options in the issuer's prior parent corporation) were issued July 31, 2012.
9. The options (or predecessor options in the issuer's prior parent corporation) were issued January 1, 2013.
Remarks:
/s/ Cameron MacDougall, as attorney-in-fact 06/11/2015
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.