FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
RIIS KENNETH M
   2. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [NCT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/27/2014
(Street)

NEW YORK, NY 10105		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 08/27/2014   M   100,000 A $ 4.53 191,666 D  
Common Stock, par value $0.01 per share 08/27/2014   M   150,000 A $ 2.58 341,666 D  
Common Stock, par value $0.01 per share 08/27/2014   F   62,223 D $ 13.5 279,443 D  
Common Stock, par value $0.01 per share 08/27/2014   S   75,000 D $ 13.48 (1) 204,443 D  
Common Stock, par value $0.01 per share 08/28/2014   S   24,942 D $ 13.32 (2) 179,501 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 4.53 08/27/2014   M(3)     100,000   (4)   (4) Common Stock, par value $0.01 per share 100,000 $ 0 0 D  
Stock Option (right to buy) $ 2.58 08/27/2014   M(3)     150,000   (4)   (4) Common Stock, par value $0.01 per share 150,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RIIS KENNETH M
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105		   X     CEO and President  

Signatures

 /s/ Kenneth M. Riis   08/29/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.42 to $13.49, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(2) This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.30 to $13.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3) The reported stock options were granted by the issuer to Fortress Operating Entity I ("FOE I"), an affiliate of the issuer's manager, in March 2011 and September 2011, as applicable, pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. FOE I assigned such options to the reporting person, who assumed the options for no value.
(4) Options became exercisable in thirty equal monthly installments beginning on the first of each month following the month in which the options were granted to FOE I.
 
Remarks:
This report reflects the effects of the Issuer's 3-for-1 reverse stock split that occurred on August 18, 2014.

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