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^*

FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK CITY

10020

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2003

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	12/31/2003		J		495,080	D	⁽¹⁾	2,255,109	D

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)
Option (Right to Buy)	$22.85	12/01/2003		J⁽²⁾		328,227		12/01/2003⁽³⁾	12/01/2013	Common Stock, par value $0.01 per share	328,227	$0	328,227	D
Option (Right to Buy)	$13	12/31/2003		J⁽⁴⁾			1,750	10/10/2002	10/10/2012	Common Stock, par value $0.01 per share	1,750	$0⁽⁴⁾	698,250	D
Option (Right to Buy)	$20.35	12/31/2003		J⁽⁴⁾			1,150	07/11/2003	07/11/2013	Common Stock, par value $0.01 per share	1,150	$0⁽⁴⁾	458,850	D

Explanation of Responses:

1. Fortress Principal Investment Holdings II LLC ("FPIH II") is the successor in interest to Fortress Principal Holdings LLC ("FPIH"). FPIH II distributed 495,080 shares of common stock of the issuer to one of its members in connection with this member?s withdrawal as a member of FPIH; this distribution was directly in proportion to such member?s pecuniary interest in FPIH?s holdings of these options. This distribution did not effect any change in the pecuniary interests of any of FPIH II?s remaining members in FPIH?s options for shares of common stock of the issuer.

2. Option grant to FPIH (Option for a number of shares equal to 10%, of the number of shares issued in common stock offering). For ease of reference, the option grant to FPIH is being reported on the same form as the holdings of FPIH II.

3. The option is fully vested on the date of grant and is exercisable in thirty equal installments beginning on January 1, 2004.

4. FPIH distributed these options for common stock of the issuer to one of its members in connection with this member?s withdrawal as a member of FPIH; this distribution was directly in proportion to such member?s pecuniary interest in FPIH?s holdings of these options. This distribution did not effect any change in the pecuniary interests of any of FPIH II?s remaining members in FPIH?s options for shares of common stock of the issuer.

Remarks:

	Fortress Principal Investment Holdings LLC By: Randal A. Nardone, Secretary /s/ R. Nardone	05/05/2004
	** 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).
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