UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 1


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2014oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto


Commission File Number: 001-35777





New Residential Investment Corp.


(Exact name of registrant as specified in its charter)





Delaware45-3449660(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)1345 Avenue of the Americas, New York, NY10105(Address of principal executive offices)(Zip Code)


(212) 798-3150


(Registrant’s telephone number, including area code)


N/A


(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12 (b) of the Act:


Title of each class:Name of each exchange on which registered:Common Stock, $0.01 par value per shareNew York Stock Exchange (NYSE)


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ý No  ̈


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ̈ No ý


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerxAccelerated filer ̈Non-accelerated filer ̈(Do not check if a smaller reporting company)Smaller reporting company ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No ý


The aggregate market value of the common stock held by non-affiliates as of June 30, 2014 (computed based on the closing price on such date as reported on the NYSE) was: $1.7 billion.


Common stock, $0.01 par value per share: 141,434,905 shares outstanding as of February 20, 2015.







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EXPLANATORY NOTE


This Amendment No. 1 on Form 10-K/A to New Residential Investment Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, originally filed on March 2, 2015, is being filed solely to provide language that was inadvertently omitted from the certifications provided as Exhibits 31.1 and 31.2.  This amendment does not reflect events occurring after the filing of the original Form 10-K and, other than the re-filing of the referenced certifications, does not modify or update the disclosures in the original Form 10-K in any way.


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SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:


NEW RESIDENTIAL INVESTMENT CORP.By:/s/ Jonathan R. BrownJonathan R. BrownInterim Chief Financial Officer andPrincipal Accounting OfficerSeptember 11, 2015





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EXHIBIT INDEX





ExhibitNumberExhibit Description31.1Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





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