Sec Form 4 Filing - Fortress Investment Group LLC @ OneMain Holdings, Inc. - 2017-11-10

Insider filing report for Changes in Beneficial Ownership
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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 Investment Group LLC
2. Issuer Name and Ticker or Trading Symbol
OneMain Holdings, Inc. [ OMF]
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)
1345 AVENUE OF THE AMERICAS, 45TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2017
(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, par value $0.01 per share 11/10/2017 S 10,000,000 D $ 26 63,437,500 I By Springleaf Financial Holdings, LLC ( 1 ) ( 2 )
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 Investment Group LLC
1345 AVENUE OF THE AMERICAS, 45TH FLOOR
NEW YORK, NY10105
X X
FIG LLC
1345 AVENUE OF THE AMERICAS, 45TH FLOOR
NEW YORK, NY10105
X X
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS, 45TH FLOOR
NEW YORK, NY10105
X X
FIG Corp.
1345 AVENUE OF THE AMERICAS, 45TH FLOOR
NEW YORK, NY10105
X X
FCFI Acquisition LLC
1345 AVENUE OF THE AMERICAS, 45TH FLOOR
NEW YORK, NY10105
X X
Springleaf Financial Holdings, LLC
C/O FORTRESS INVESTMENT GROUP
1345 AVENUE OF THE AMERICAS, 45TH FLOOR
NEW YORK, NY10105
X X
Signatures
/s/ David N. Brooks, as Authorized Signatory of Fortress Investment Group LLC 11/13/2017
Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of FIG LLC 11/13/2017
Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of Fortress Operating Entity I LLP 11/13/2017
Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of FIG Corp 11/13/2017
Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of FCFI Acquisition LLC 11/13/2017
Signature of Reporting Person Date
/s/ Cameron MacDougall, as Authorized Signatory of Springleaf Financial Holdings, LLC 11/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Fortress Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V (Fund D), L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Fund F) L.P. and Fortress Investment Fund V (Fund G) L.P. (collectively, the "Fund V Funds") collectively own 100% of FCFI Acquisition LLC. FIG LLC is the investment manager of each of the Fund V Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC. 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 the purposes of Section 16 or otherwise. (continued in footnote 2)
( 2 )On November 10, 2017, Springleaf Financial Holdings, LLC ("SFH") completed the sale (the "Sale") of 10,000,000 shares of common stock at a price of $26.00 per share in an underwritten public secondary offering. Immediately following the Sale, SFH owned 63,437,500 shares of common stock.

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