Sec Form 4 Filing - EDENS WESLEY R @ NEWCASTLE INVESTMENT CORP - 2014-08-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EDENS WESLEY R 2. Issuer Name and Ticker or Trading Symbol NEWCASTLE INVESTMENT CORP [ NCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS,, 46TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/22/2014 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/22/2014 S 44,933 D $ 13.633 ( 1 ) 0 I Fortress Partners Securities LLC ( 2 ) Common Stock, par value $0.01 per share 08/22/2014 S 18,933 D $ 13.633 ( 1 ) 0 I Fortress Partners Offshore Securities LLC ( 2 ) Common Stock, par value $0.01 per share 974,561 D Common Stock, par value $0.01 per share 333 I Chinook Charitable Trust ( 3 ) Common Stock, par value $0.01 per share 333 I Hoofbeat Charitable Trust ( 3 ) Common Stock, par value $0.01 per share 345,697 I Fortress Operating Entity I LP ( 4 ) Common Stock, par value $0.01 per share 1,550 I As tru stee for Lynn Edens ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EDENS WESLEY R 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Signatures /s/ Wesley R. Edens 08/26/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.45 to $13.80, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. ( 2 )Mr. Edens may be deemed to be the beneficial owner of these shares by virtue of his relationship to Fortress Partners Securities LLC or Fortress Partners Offshore Securities LLC, as applicable. Mr. Edens disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 3 )Mr. Edens may be deemed to be the beneficial owner of these shares but disclaims beneficial ownership. ( 4 )Mr. Edens may be deemed to be the beneficial owner of these securities by virtue of his relationship to Fortress Operating Entity I ("FOE I"). Mr. Edens disclaims beneficial ownership of any securities (and the underlying shares of common stock, if applicable) of the issuer held by FOE I except to the extent of his pecuniary interest therein.

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).

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