SEC FORM 4

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^*

NARDONE RANDAL A

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [ NCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		100	A	$14.36	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		350	A	$14.39	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		800	A	$14.4	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		50	A	$14.45	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		550	A	$14.48	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		833.5	A	$14.49	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		2,125	A	$14.5	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		350	A	$14.51	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		800	A	$14.52	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		850	A	$14.53	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		550	A	$14.54	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		800	A	$14.55	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		250	A	$14.59	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	12/14/2007		J⁽¹⁾		516.5	A	$14.6	17,800⁽²⁾	I	Fortress Partners Offshore Securities, LLC⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share								1,025,729	I	Fortress Operating Entity II⁽¹⁾
Common Stock, par value $0.01 per share								736,400	D
Common Stock, par value $0.01 per share								2,380	I	By Self as Custodian for Daughter

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Mr. Nardone may be deemed to be the beneficial owner of these shares of common stock by virtue of his relationship to Fortress Operating Entity I LP ("FOE I", which was formerly known as Fortress Investment Holdings LLC) and Fortress Operating Entity II LP ("FOE II," which was formerly known as Fortress Principal Investment Holdings II LLC). However, Mr. Nardone disclaims beneficial ownership of any shares of common stock of the issuer held by FOE I or FOE II except to the extent of his pecuniary interest therein.

2. Reflects aggregate amount of shares purchased on December 14, 2007, which amounts are broken out by purchase price in Column 4 and the other Form 4s filed on behalf of the reporting person on December 18, 2007.

3. Fortress Partners Master Fund L.P. is the sole managing member of Fortress Partners Offshore Securities LLC. Fortress Partners Offshore Master GP LLC ("FPOM") is the general partner of Fortress Partners Master Fund L.P. FOE II is the sole managing member of FPOM. FIG Corp. is the general partner of FOE II. FIG Corp. is a wholly-owned subsidiary of FIG.

	/s/ Randal A. Nardone	12/18/2007
	** Signature of Reporting Person	Date
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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