Exhibit 4.1

    

     

      

    

      	
              Number 1

            	
              14,000,000 Shares

            
	
              6.375% SERIES C FIXED-TO-FLOATING

            	
              6.375% SERIES C FIXED-TO-FLOATING

            
	
              RATE CUMULATIVE REDEEMABLE

            	
              RATE CUMULATIVE REDEEMABLE

            
	
              PREFERRED STOCK

            	
              PREFERRED STOCK

            


      

      

      	
              New Residential Investment Corp.

            	
              
                SEE REVERSE FOR

              

            
	
              A CORPORATION FORMED

            	
              
                IMPORTANT NOTICE ON

              

            
	
              UNDER THE LAWS OF THE

            	
              
                TRANSFER RESTRICTIONS

                

              

            
	
              STATE OF DELAWARE

            	
              
                AND OTHER INFORMATION

              

            
	 	 
	 	
              CUSIP 64828T508

            
	 	 
	 	
              ISIN US64828T5083

            
	 	 


      

      

      	
              This Certifies that

            	
              CEDE & CO.

            
	 	 
	
              is the record holder of

            	
              FOURTEEN MILLION

            


       

      

      FULLY PAID AND NON-ASSESSABLE SHARES 6.375% SERIES C FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE PER
        SHARE, OF

      New Residential Investment Corp.

       

      

      (the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this
        Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”) and the Bylaws of the Corporation and any amendments
        thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

       

      

      	
              Dated:

            	 	 
	 	 	 
	
              SECRETARY

            	 	
              CHIEF FINANCIAL OFFICER

            
	 	 	 
	
              COUNTERSIGNED AND REGISTERED:

            	 	 
	
              AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

            	 	 
	
              Brooklyn, NY

            	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	
              

              

            	 	 
	 AUTHORIZED SIGNATURE	 	 
	 	 	 


      

      

      	
              [SEAL]

            


      
        
          


      

      
      IMPORTANT NOTICE

       

        

      THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
        OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH
        ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE

       

      

      RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY
        BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS
        TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

       

      

      THE SHARES OF THE CORPORATION’S 6.375% SERIES C FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK (THE “PREFERRED STOCK”) REPRESENTED BY THIS
        CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP, CONSTRUCTIVE OWNERSHIP AND TRANSFER (AS EACH SUCH CAPITALIZED TERM IS DEFINED IN THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM
        TIME TO TIME (THE -CERTIFICATE OF INCORPORATION”)) FOR PURPOSES OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST (A “REIT”) UNDER THE
        INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CERTIFICATE OF INCORPORATION (I) NO PERSON (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) MAY BENEFICIALLY OWN
        OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK (THE “COMMON STOCK”) IN EXCESS OF 9.8% (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE TOTAL OUTSTANDING SHARES OF COMMON STOCK, UNLESS SUCH PERSON IS AN EXCEPTED
        HOLDER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION), IN WHICH CASE THE EXCEPTED HOLDER LIMIT (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) SHALL BE APPLICABLE: (II) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF ANY CLASS OR
        SERIES OF THE CORPORATION’S STOCK (THE “CAPITAL STOCK”) IN EXCESS OF 9.8% (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER, IN WHICH CASE THE
        EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE: (III) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING CLOSELY HELD UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE
        CORPORATION TO FAIL TO QUALIFY AS A REIT., AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE
        CORPORATION BENG OWNED BY FEWER THAN 100 PERSONS. OWNERSHIP OF THE PREFERRED STOCK WILL BE COUNTED AS COMMON STOCK (ON AN AS-CONVERTED BASIS), IN ADDITION TO BEING COUNTED AS CAPITAL STOCK. FOR PURPOSES OF SUCH LIMITATIONS, ANY PERSON WHO
        BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS, OR ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR VIOLATION OF
        THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE ABOVE RESTRICTIONS ON BENEFICIAL OWNERSHIP, CONSTRUCTIVE OWNERSHIP OR TRANSFER ARE VIOLATED, THE SHARES OF PREFERRED STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY
        TRANSFERRED TO A TRUST (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION). IN ADDITION, THE BOARD OF DIRECTORS SHALL TAKE SUCH ACTION AS IT DEEMS
        ADVISABLE TO REFUSE TO GIVE EFFECT TO OR PREVENT SUCH TRANSFER OR OTHER EVENT, INCLUDING, WITHOUT LIMITATION, CAUSING THE CORPORATION TO REDEEM SHARES OF CAPITAL STOCK: PROVIDED, HOWEVER, THAT ANY TRANSFER OR ATTEMPTED TRANSFER OR OTHER EVENT IN
        VIOLATION OF THE ABOVE RESTRICTIONS ON BENEFICIAL OWNERSHIP, CONSTRUCTIVE OWNERSHIP AND TRANSFER SHALL AUTOMATICALLY RESULT IN THE ABOVE TRANSFER TO THE TRUST AND, WHERE APPLICABLE, SUCH TRANSFER (OR OTHER EVENT) SHALL BE VOID AB INITIO AS PROVIDED
        ABOVE IRRESPECTIVE OF ANY ACTION (OR NON-ACTION) BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS MAY, PURSUANT THE CERTIFICATE OF INCORPORATION, INCREASE OR DECREASE THE PERCENTAGE OF PREFERRED STOCK OR CAPITAL STOCK THAT A PERSON MAY
        BENEFICIALLY OWN OR CONSTRUCTIVELY OWN.

      
        2

        
          


      

      A COPY OF THE CERTIFICATE OF INCORPORATION, INCLUDING THE ABOVE RESTRICTIONS ON BENEFICIAL OWNERSHIP, CONSTRUCTIVE OWNERSHIP AND TRANSFER, WILL BE FURNISHED
        TO EACH HOLDER OF CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

       

      

      KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST. STOLEN OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF
        A REPLACEMENT CERTIFICATE.

       

      

      The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

       

      

      	 	
              UNIF GIFT MIN ACT

            	 	
              Custodian

            	  	 
	
              TEN COM - 

              

            	as tenants in common	 

            	(Custodian)	
              (Minor)

            
	
              TEN ENT - 

              

            	as tenants by the entireties	
              

              

            	under Uniform Gifts to Minors Act of 

            
	
              JT TEN - 

            	as joint tenants with right of

            	 	 	 
	
                     

              

            	survivorship and not as       

            	 	
              (State)

            	 
	
              

              

            	tenants in common 	 	 
	

            	Custodian 	 	 


      

      

      	
              Additional abbreviations may also be used though not in the above list. 

               

              

              hereby sells, assigns and transfers unto

            
	
              

              

            	FOR VALUE RECEIVED,


      

      	
              
                (Please Insert Social Security or other

              

            	 
	
              Identifying Number of Assignee)

            	 
	  
	 
	 


      
        3

        
          


      

      	
              PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,

            
	
              OF ADDRESSEE

            
	  
	 
	 
	 
	
              shares of the Preferred Stock represented by this Certificate, and do(es) hereby irrevocably constitute and appoint

            
	 
	
              Attorney to transfer the said shares on the books of the Corporation, with full power of substitution in the premises.

            
	
              Dated

            	  	 


       

      

      

      

      	 	
              X

            	 
	 	 	 
	 	
              X

            	 
	 	 	 
	 	
              NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or
                Enlargement Or Any Change Whatsoever.

            


      
        

        

        

        

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