-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PA+RVBh5UNcBlFlP7aR5Jwoxu82KmqsnIXKBTepiw/+C2dI0Zk1YUXmiPoToKb79 +qrgssE9jAD3fY5b4zV7bA== 0001124460-05-000001.txt : 20050114 0001124460-05-000001.hdr.sgml : 20050114 20050114182314 ACCESSION NUMBER: 0001124460-05-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050112 FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDENS WESLEY R CENTRAL INDEX KEY: 0001124460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31458 FILM NUMBER: 05531721 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEWCASTLE INVESTMENT CORP CENTRAL INDEX KEY: 0001175483 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 810559116 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O FORTRESS STREET 2: 1251 AVENUE OF THE AMERICAS 16TH FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: C/O FORTRESS STREET 2: 1251 AVENUE OF THE AMERICAS 16TH FL CITY: NEW YORK STATE: NY ZIP: 10020 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-01-12 0 0001175483 NEWCASTLE INVESTMENT CORP NCT 0001124460 EDENS WESLEY R 1 1 0 0 CEO, Chairman of the Board Common Stock, par value $0.01 2004-12-17 4 G 0 100000 0 D 353815 D Common Stock, par value $0.01 355109 I By Fortress Principal Investment Holdings II LLC Series B Preferred Stock, par value $0.01 1096 I By Newcastle Investment Holdings LLC. Option (Right to Buy) 29.6 2005-01-12 4 J 0 330000 0 A 2015-01-12 Common Stock, par value $0.01 330000 330000 I By Fortress Investment Holdings LLC Gift to a Charitable Trust. Represents an increase in shares being reported as owned directly by Mr.Edens as a result of a transaction effected on December 17, 2004 that was exempt under Rule 16(a)-13. The indicated number of shares is the number held by Mr. Edens following the gift described in footnote 1 above, which was made on December 17, 2004. Represents a decrease in shares being reported as being indirectly held by Mr. Edens as a result of the transaction described in footnote (1). Mr. Edens may be deemed to be the beneficial owner of shares in common stock of the issuer by virtue of his beneficial ownership of a portion of Fortress Principal Investment Holdings II LLC ("FPIH II"); Mr. Edens disclaims beneficial ownership of these shares held by FPIH II except to the extent of his pecuniary interest therein. Mr. Edens may be deemed to be the beneficial owner of these shares by virtue of his beneficial ownership of a portion of FPIH II and his ownership of interests in Newcastle Investment Holdings LLC ("NIH"); FPIH II is the managing member and owns a portions of NIH. Mr. Edens disclaims beneficial ownership of shares of the issuer held by NIH except to the extent of his pecuniary interest therein. Option Granted to Fortress Investment Holdings LLC. The Option is fully vested on the date of the grant and is exercisable in thirty (30) equal monthly installments beginning February 1, 2005. Mr. Edens may be deemed to be the beneficial owner of these shares by virtue of his beneficial ownership of a portion of Fortress Investment Holdings LLC ("FIH"). Mr. Edens disclaims beneficial ownerhip of all shares of common stock of the Issuer and derivative securities therefore held by FIH except to the extent of his pecuniary interes therein. /s/ Wesley R. Edens 2005-01-14 -----END PRIVACY-ENHANCED MESSAGE-----