Sec Form 4 Filing - Fortress Fund IV GP L.P. @ Nationstar Mortgage Holdings Inc. - 2018-07-31

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 Fortress Fund IV GP L.P. 2. Issuer Name and Ticker or Trading Symbol Nationstar Mortgage Holdings Inc. [ NSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 45TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2018 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.01 par value per share (the "Common Stock") 07/31/2018 J( 1 ) 68,104,736 D 0 I By FIF HE Holdings LLC ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 Fortress Fund IV GP L.P. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund IV (Fund A) L.P. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund IV (Fund B) L.P. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund IV Fund C LP 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund IV (Fund D) L.P. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund IV (Fund E) L.P. 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X FORTRESS INVESTMENT FUND IV FUND F L P 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X FORTRESS INVESTMENT FUND IV FUND G L P 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X FIF IV B HE BLKR LLC 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X FIF IV CFG HE BLKR LLC 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY10105 X Signatures /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV GP L.P. 08/02/2018 Signature of Reporting Person Date /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV (Fund A) L.P. 08/02/2018 Signature of Reporting Person Date /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV (Fund B) L.P. 08/02/2018 Signature of Reporting Person Date /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV (Fund C) L.P. 08/02/2018 Signature of Reporting Person Date /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV (Fund D) L.P. 08/02/2018 Signature of Reporting Person Date /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV (Fund E) L.P. 08/02/2018 Signature of Reporting Person Date /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV (Fund F) L.P. 08/02/2018 Signature of Reporting Person Date /s/ David N. Brooks, Secretary of Fortress Fund IV GP L.P., General Partner to Fortress Fund IV (Fund G) L.P. 08/02/2018 Signature of Reporting Person Date /s/ Pete Smith, Manager of FIF IV B HE BLKR LLC 08/02/2018 Signature of Reporting Person Date /s/ Pete Smith, Manager of FIF III CFG HE BLKR LLC 08/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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"). ( 3 )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"). ( 4 )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"). ( 5 )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. ( 6 )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.

Remarks: Form 3 of 3. This Form 3 is the third 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 first Form are: Fortress Investment Group LLC, FIG Corp., Fortress Operating Entity I LP, FIG LLC, Fortress Investment Fund GP (Holdings) LLC, Fortress Fund IV GP Holdings Ltd. and FIF HE Holdings LLC. 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) LP, Fortress Investment Fund III (Fund E) LP, FIF III B HE BLKR LLC and FIF III C HE BLKR LLC.

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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