Edens Wesley R Form 4 New Residential Investment / WESLEY R EDENS ownership change

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

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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
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