SEC Form 4 · accession 0001209191-15-052565

Rithm Capital Corp. · RITM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Wesley R Edens

Director

Period of report

Jun 9, 2015

Accepted (ET)

Jun 11, 2015 · 9:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001556593

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.01 per share^F1	Jun 9, 2015	M	547,583	$6.58	A	1,066,128	I	See Footnote
Common Stock, par value $0.01 per share^F1	Jun 9, 2015	M	849,916	$4.98	A	1,916,044	I	See Footnote
Common Stock, par value $0.01 per share^F1	Jun 9, 2015	M	751,983	$6.82	A	2,668,027	I	See Footnote
Common Stock, par value $0.01 per share^F1	Jun 9, 2015	M	909,833	$7.34	A	3,577,860	I	See Footnote
Common Stock, par value $0.01 per share^F1	Jun 9, 2015	M	1,011,283	$7.34	A	4,589,143	I	See Footnote
Common Stock, par value $0.01 per share^F1	Jun 9, 2015	M	2,088,928	$10.24	A	6,678,071	I	See Footnote
Common Stock, par value $0.01 per share^F1	Jun 9, 2015	F	2,913,762	$16.63	D	3,764,309	I	See Footnote
Common Stock, par value $0.01 per share^F2	holding	—	—		—	1,091,607	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F1,F3,F4	$6.58	Jun 9, 2015	M	547,583	D	—	Mar 1, 2021	Common Stock, par value $0.01 per share	547,583	I
Stock Option (right to buy)^F1,F3,F5	$4.98	Jun 9, 2015	M	849,916	D	—	Sep 1, 2021	Common Stock, par value $0.01 per share	849,916	I
Stock Option (right to buy)^F1,F3,F6	$6.82	Jun 9, 2015	M	751,983	D	—	Apr 3, 2022	Common Stock, par value $0.01 per share	751,983	I
Stock Option (right to buy)^F1,F3,F7	$7.34	Jun 9, 2015	M	909,833	D	—	May 21, 2022	Common Stock, par value $0.01 per share	909,833	I
Stock Option (right to buy)^F1,F3,F8	$7.34	Jun 9, 2015	M	1,011,283	D	—	Jul 31, 2022	Common Stock, par value $0.01 per share	1,011,283	I
Stock Option (right to buy)^F1,F3,F9	$10.24	Jun 9, 2015	M	2,088,928	D	—	Jan 1, 2023	Common Stock, par value $0.01 per share	2,088,928	I

Explanation of responses

F1These securities are held directly or indirectly by Fortress Operating Entity I LP ("FOE I"). Wesley R. Edens does not personally own these securities. However, by virtue of his relationship to FOE I as described below, Mr. Edens may be deemed to be a beneficial owner of these securities. Mr. Edens disclaims such beneficial ownership except to the extent of his pecuniary interest in these securities. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress Investment Group LLC. Mr. Edens is a principal and co-chairman of the board of directors of, and a shareholder in, Fortress Investment Group LLC.
F2Reflects the issuer's 1-for-2 reverse stock split that occurred on October 17, 2014.
F3Options were fully vested on date of initial grant from the issuer to FOE I and became exercisable in thirty equal monthly installments beginning on the first of each month following the month in which the options were granted.
F4The options (or predecessor options in the issuer's prior parent corporation) were issued March 1, 2011.
F5The options (or predecessor options in the issuer's prior parent corporation) were issued September 1, 2011.
F6The options (or predecessor options in the issuer's prior parent corporation) were issued April 3, 2012.
F7The options (or predecessor options in the issuer's prior parent corporation) were issued May 21, 2012.
F8The options (or predecessor options in the issuer's prior parent corporation) were issued July 31, 2012.
F9The options (or predecessor options in the issuer's prior parent corporation) were issued January 1, 2013.