13D Filing: Levin Capital Strategies and New Senior Investment Group Inc. (SNR)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
Under the Securities
Exchange Act of 1934
Amendment No. 2

New Senior Investment Group Inc.

(Name of Issuer)

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

090572207
(CUSIP Number)

John A. Levin
595 Madison Avenue, 17th Floor

New York, NY 10022
(212) 259-0800
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)

February 23, 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 Rules 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [    ].

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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).

The following constitutes Amendment No. 2 (Amendment No. 2)
to the Schedule 13D. Amendment No. 2 amends the Schedule 13D as specifically set
forth herein.

Item 3 is hereby amended and restated as follows:

The purchases of the shares of Common Stock reported herein
were made using the general investment funds of the Reporting Persons. The
amount of funds used for all purchases of Common Stock of the Issuer by the
Reporting Persons covered by this report was an aggregate of $73,041,522.

To the best of the Reporting Persons knowledge, none of the
persons listed on Appendix A beneficially owns any securities of the Issuer.

Item 4 is hereby amended to add the following:

On February 23, 2016, the Reporting Persons and the Issuer
entered into a settlement agreement (the Agreement), pursuant to which the
Issuer agreed, among other things, to add Robert Savage (the New Director) as
an independent member to the board of directors of the Issuer (the Board)
effective immediately following the filing of the Issuers Annual Report on Form
10-K. The New Director will serve as a Class III Director with a term expiring
at the 2017 annual meeting of stockholders (the 2017 Annual Meeting).

The Agreement provides that, during the Standstill Period (as
defined below), if the New Director (or any replacement director) is unable or
unwilling to serve, resigns or is removed as a director prior to the 2017 Annual
Meeting and at such time the Reporting Persons beneficially own in the aggregate
at least three percent (3.0%) of the Issuers then outstanding common stock, the
Reporting Persons will have the ability to recommend a substitute director for
the New Director who qualifies as independent pursuant to the Securities and
Exchange Commission and New York Stock Exchange listing standards. The Issuer
also agreed not to increase the size of the Board beyond seven (7) members
through the Standstill Period (as defined below) without the consent of the New
Director.

The Reporting Persons have agreed, from the date of the
Agreement until the date that is thirty (30) calendar days prior to the deadline
for the submission of stockholder nominations for the 2017 Annual Meeting (such
period, the Standstill Period), to abide by certain standstill provisions
including, among other things, acquiring greater than 9.8% of the Issuers
outstanding common stock and participating in future proxy contests.

In addition, throughout the Standstill Period, the Reporting
Persons have agreed to vote in favor of each director nominated by the Board for
election to the Board and each other matter presented to stockholders in
accordance with the Boards recommendations, except that the Reporting Persons
may vote in accordance with the recommendations of Institutional Shareholders
Services (ISS) or Glass Lewis & Co., LLC (Glass Lewis) if the
recommendation of ISS or Glass Lewis differs from the Board with respect to any
matter (other than the election of directors).

The following description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5 is hereby amended and restated as follows:

(a)     As of the close of business on
February 24, 2016, Trilogy beneficially owned 714,952 shares of Common Stock (of
which 82,114,218 shares are currently issued and outstanding, according to
information provided by the Issuer), constituting less than 1.0% of the issued
and outstanding shares of Common Stock. As of the close of business on February
24, 2016, Levcap beneficially owned 64,433 shares of Common Stock, constituting
less than 1.0% of the issued and outstanding shares of Common Stock. As the
general partner of Trilogy, LCSL may be deemed to beneficially own the 714,952
shares of Common Stock owned by Trilogy. As the general partner of Levcap, LCSEP
may be deemed to beneficially own the 64,433 shares of Common Stock owned by
Levcap.

As of the close of business on February 24, 2016, LCS may be
deemed to beneficially own 3,666,735 shares of Common Stock, constituting
approximately 4.5% of the issued and outstanding shares of Common Stock, which
includes: (i) 714,952 shares of Common Stock beneficially owned by Trilogy, by
virtue of serving as Trilogys investment advisor, (ii) 64,433 shares of Common
Stock beneficially owned by Levcap, by virtue of serving as Levcaps investment
advisor, (iii) 584, 304 shares of Common Stock as a result of acting as
sub-investment advisor to certain investment companies, as further described in
clause (d) below, and (iv) 2,303,046 shares held in managed accounts for whom
LCS acts as investment manager.

As of the close of business on February 24, 2016, Levin may be
deemed to beneficially own 4,717,858 shares of Common Stock, constituting
approximately 5.75% of the issued and outstanding shares of Common Stock, which
includes: (i) 3,666,735 shares of Common Stock that may be deemed to be
beneficially owned by LCS, by virtue of serving as the Managing Member and Chief
Executive Officer of LCS and the managing member of each of LCSL and LCSEP, (ii)
235,324 shares of Common Stock which are held in trust accounts for the benefit
of his wife and children of which he controls, and (iii) 815,799 shares of
Common Stock which are held in managed accounts owned by various family members
of Levin, of which he has shared voting and dispositive power over.

The filing of this Schedule 13D shall not be construed as an
admission that the Reporting Persons are, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, the beneficial owners of any of the
securities reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein
that are not directly owned by such Reporting Person, except to the extent of
their pecuniary interest therein.

To the best of the Reporting Persons knowledge, none of the
persons listed on Appendix A beneficially owns any securities of the Issuer.

(b)     Trilogy, LCSL, LCS and Levin may be
deemed to have shared voting and dispositive power over the 714,952 shares of
Common Stock Trilogy beneficially owns. Levcap, LCSEP, LCS, Levin and the
portfolio manager of Levcap, may be deemed to have shared voting and dispositive
power over the 64,433 shares of Common Stock Levcap beneficially owns.

LCS and Levin has shared voting power over an additional
2,499,454 shares and shared dispositive power over an additional 2,887,350
shares of Common Stock that LCS may be deemed to beneficially own. Voting power
is shared with the applicable investment advisory client or the primary advisor
over the funds. LCS votes the shares of Common Stock of the Issuer beneficially
owned by it based upon internal procedures, however the applicable client or the
primary advisor on an account can instruct LCS to vote any proxy upon request
and overrule LCS.

Levin has sole voting and dispositive power over an additional
235,324 shares of Common Stock held in trust accounts for the benefit of his
wife and children of which he controls and shared voting and dispositive power
over the 815,799 shares of Common Stock held in managed accounts held by various
family members. Voting and dispositive power over the 815,799 shares of Common
Stock held in managed accounts held by various family members is shared with
such family members.

(c)     During the past sixty days, the
Reporting Persons have made the purchases and sales of the Common Stock of the
Issuer described on Appendix B hereto.

(d)     Neuberger Berman Absolute Return
Multi-Manager Fund, a registered investment company under the Investment Company
Act of 1940, for which LCS acts as sub-investment advisor has the right to
receive dividends from, and the proceeds from the sale of, 518,072 shares.
Neuberger Berman Absolute Return Multi Manager UCITS Fund, an Irish registered
Undertakings for Collective Investment in Transferable Securities investment
company, for which LCS acts as sub-investment advisor has the right to receive
dividends from, and the proceeds from the sale of, 61,459 shares. Neuberger
Berman AMT Absolute Return Multi-Manager Portfolio, a registered investment
company under the Investment Company Act of 1940, for which LCS acts as
sub-investment advisor has the right to receive dividends from, and the proceeds
from the sale of, 4,773 shares. Various separately managed accounts for whom LCS
acts as investment manager have the right to receive dividends from, and the
proceeds from the sale of 2,303,046 shares. Levin has investment discretion and
voting authority over certain Levin family related accounts, and these accounts
have the right to receive dividends from and the proceeds from the sale of
1,051,123 shares.

(e)     Not applicable.

Item 6 is hereby amended to add the following:

LCS has entered into swap contracts with an affiliate of JP
Morgan with respect to 89,200 shares of the Common Stock and swap contracts with
an affiliate of Morgan Stanley with respect to 6,466 shares of the Common Stock.
Under the terms of the swap contracts, LCS is only permitted to sell the shares
back, at LCSs option at any time, to the swap counterparty at prevailing market
prices. LCS is not otherwise permitted to vote or purchase/sell the underlying
shares.

On February 23, 2016, the Reporting Persons and the Issuer
entered into the Agreement, as defined and described in Item 4 above and
attached as Exhibit 99.1 hereto.

On February 25, 2016, the Reporting Persons entered into a
Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to
securities of the Issuer, to the extent required by applicable law. The Joint
Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.

To the best of the Reporting Persons knowledge, except as
otherwise set forth herein, none of the persons listed on Appendix A is a party
to any contract, agreement or understanding required to be disclosed herein.

Item 7 is hereby amended to add the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: February 25, 2016

Appendix A

Directors of Levin Capital Trilogy Master Fund,
Ltd.

Exceptions to Item 2(f) of the Schedule 13D

Lisa Alexander and Scott P. Lennon are citizens of Canada.

Appendix B
Transactions in the Shares During the Past Sixty
Days

* Represents a swap contract