Sec Form 4 Filing - EDENS WESLEY R @ Nationstar Mortgage Holdings Inc. - 2012-03-07

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 Nationstar Mortgage Holdings Inc. [ NSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FORTRESS INVESTMENT GROUP LLC, 1345 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2012 (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 03/07/2012 P 3,500 A $ 14 3,500 I By son Common Stock 03/07/2012 P 3,500 A $ 14 3,500 I By daughter Common Stock 03/07/2012 P 3,500 A $ 14 3,500 I By trust for son Common Stock 03/07/2012 P 3,500 A $ 14 3,500 I By trust for daughter Common Stock 68,771,850 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 Expira tion 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 C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS NEW YORK, NY10105 X X Signatures /s/ Wesley R. Edens 01/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fortress Investment Group LLC ("Fortress") 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"). ( 2 )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) L.P. ("Fund III D") and Fortress Investment Fund III (Fund E) L.P. ("Fund III E", together with Fund III, Fund III B, Fund III C, and Fund III D, "Fortress Funds III"). ( 3 )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, Fund IV F, Fund IV A, Fund IV B, Fund IV D, Fund IV E, and Fortress Funds III, "Fortress Funds"). ( 4 )Fortress Funds are the sole members of FIF HE Holdings LLC, which directly holds the shares of common stock of Nationstar Mortgage Holdings Inc. reported herein (the "Shares"). ( 5 )Wesley R. Edens is the Co-Chairman of the Board of Directors of Fortress and may be deemed to beneficially own the Shares beneficially owned by Fortress or its affiliates. Mr. Edens disclaims beneficial ownership of the Shares except to the extent of his 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 Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

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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