Filing Details

All percentages of Common Stock contained herein are based on 473,715,100 shares outstanding as of October 28, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022, plus 19,512,751 shares issuable upon the exercise of certain options.

Solely in its capacity as the holder of all issued and outstanding shares of FIG LLC.

Solely in its capacity as the general partner of Fortress Operating Entity I LP.

Solely in its capacity as the holder of all issued and outstanding shares of FIG Corp.

Name of Issuer

The name of the issuer is Rithm Capital Corp., f/k/a New Residential Investment Corp. (the “Issuer”).

Address of Issuer’s Principal Executive Offices

The Issuer’s principal executive offices are located at: 799 Broadway, New York, NY 10003.

Name of Person Filing

This statement is filed by (collectively, the “Reporting Persons”):

FIG LLC, a Delaware limited liability company, which directly holds options to acquire Common Stock of the Issuer;

Fortress Operating Entity I LP, a Delaware limited partnership, is the holder of all the issued and outstanding shares of FIG LLC and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;

FIG Corp., a Delaware corporation, is the general partner of Fortress Operating Entity I LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; and

Fortress Investment Group LLC, a Delaware limited liability company, is the holder of all the issued and outstanding shares of FIG Corp. and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby.

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46^th Floor, New York, NY 10105.

Citizenship

See Item 4 of each of the cover pages.

Title of Class of Securities

Common Stock, par value $0.01 per share.

CUSIP No.

64828T201

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

☐  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

☑  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

☐  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

☑  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

☐  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

☐  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

☐  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Amount Beneficially Owned:  See Item 9 of each of the cover pages.

Percent of Class:  See Item 11 of each of the cover pages.

Number of Shares as to which such person has:

Sole power to vote or direct the vote:  See Item 5 of each of the cover pages.

Shared power to vote or direct the vote:  See Item 6 of each of the cover pages.

Sole power to dispose or direct the disposition:  See Item 7 of each of the cover pages.

Shared power to dispose or direct the disposition:  See Item 8 of each of the cover pages.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☑

Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

See Exhibit A attached.

Identification and Classification of Members of the Group

Not applicable.

Notice of Dissolution of Group

Not applicable.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.