UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Newcastle Investment Corp.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

65105M108
(CUSIP Number)
 
JOSHUA E. SCHECHTER
302 South Mansfield Avenue
Los Angeles, California 90036

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 16, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
BLR Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,648,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,648,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
BLRPart, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,648,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,648,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
BLRGP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,648,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,648,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
CO

 
4
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
Fondren Management, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,648,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,648,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
PN

 
5
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
FMLP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,648,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,648,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
CO

 
6
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
The Radoff Family Foundation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
180,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
180,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
180,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
7
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
Bradley L. Radoff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,039,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,039,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,039,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 1,211,000 Shares owned directly.

 
8
 
CUSIP NO. 65105M108
 
1
NAME OF REPORTING PERSON
 
Joshua E. Schechter
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
6,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 65105M108
 
The following constitutes Amendment No. 3 the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 1,648,000 Shares owned directly by BLR Partners is approximately $7,408,571, including brokerage commissions.  The aggregate purchase price of the 180,000 Shares owned directly by Radoff Foundation is approximately $871,229, including brokerage commissions.
 
The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 1,211,000 Shares directly owned by Mr. Radoff is approximately $5,551,794, including brokerage commissions.
 
The Shares directly owned by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 6,000 Shares directly owned by Mr. Schechter is approximately $36,581, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c), (e) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 66,734,136 Shares outstanding as of October 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2016.
 
A.
BLR Partners
 
 
(a)
As of the close of business on December 19, 2016, BLR Partners beneficially owned 1,648,000 Shares.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,648,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,648,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
10
 
CUSIP NO. 65105M108
 
B.
BLRPart GP
 
 
(a)
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,648,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,648,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,648,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLRPart GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
C.
BLRGP
 
 
(a)
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,648,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,648,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,648,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLRGP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Fondren Management
 
 
(a)
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 1,648,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,648,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,648,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Fondren Management has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
E.
FMLP
 
 
(a)
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,648,000 Shares owned by BLR Partners.
 
 
11
 
CUSIP NO. 65105M108
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,648,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,648,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
FMLP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
F.
Radoff Foundation
 
 
(a)
As of the close of business on December 19, 2016, Radoff Foundation beneficially owned 180,000 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 180,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 180,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Radoff Foundation has not entered into any transactions in the Shares during the past sixty days.
 
G.
Mr. Radoff
 
 
(a)
As of the close of business on December 19, 2016, Mr. Radoff directly owned 1,211,000 Shares. Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the (i) 1,648,000 Shares owned by BLR Partners and (ii) 180,000 Shares owned by Radoff Foundation.
 
Percentage: Approximately 4.6%
 
 
(b)
1. Sole power to vote or direct vote: 3,039,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,039,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Radoff has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference
 
H.
Mr. Schechter:
 
 
(a)
As of the close of business on December 19, 2016, Mr. Schechter directly owned 6,000 Shares.
 
Percentage: Less than 1%
 
 
12
 
CUSIP NO. 65105M108
 
 
(b)
1. Sole power to vote or direct vote: 6,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transaction in the Shares by Mr. Schechter during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
(e)
As of December 16, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
13
 
CUSIP NO. 65105M108
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 20, 2016

 
BLR Partners LP
   
 
By:
BLRPart, LP
General Partner
   
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRPart, LP
   
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRGP Inc.
   
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
Fondren Management, LP
   
 
By:
FMLP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director
 
 
14
 
CUSIP NO. 65105M108
 
 
FMLP Inc.
   
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
The Radoff Family Foundation
   
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Director

 

 
/s/ Bradley L. Radoff
 
Bradley L. Radoff


 
/s/ Joshua E. Schechter
 
Joshua E. Schechter
 
 
15
 
CUSIP NO. 65105M108
 
SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

BLR PARTNERS LP
 
(753,000)
4.2000
12/16/2016
10,003
4.4839
12/02/2016

JOSHUA E. SCHECHTER
 
(4,500)*
4.4700
11/29/2016


_______________ 
*Represents Shares sold which were previously directly owned by Mr. Schechter’s spouse that Mr. Schechter may have been deemed to beneficially own.