Michael Nierenberg - Mar 17, 2022 Form 4 Insider Report for New Residential Investment Corp. (RITM)

Role: Chairman, CEO & President, Director
Signature: /s/ Cameron MacDougall, as Attorney-in-fact
Stock symbol: RITM
Transactions as of: Mar 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/17/2022, 06:41 PM
Next filing: Dec 9, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RITM	Stock Option (right to buy)	Award	$0	+1.03M		$0.00	1.03M	Mar 17, 2022	Common Stock, par value $0.01 per share	1.03M	$9.75	Direct	F1, F2, F3, F4
transaction	RITM	Stock Option (right to buy)	Award	$0	+340K		$0.00	340K	Mar 17, 2022	Common Stock, par value $0.01 per share	340K	$10.54	Direct	F1, F2, F3, F4
transaction	RITM	Stock Option (right to buy)	Award	$0	+32K		$0.00	32K	Mar 17, 2022	Common Stock, par value $0.01 per share	32K	$10.54	Direct	F1, F2, F3, F4
transaction	RITM	Stock Option (right to buy)	Award	$0	+3.57K		$0.00	3.57K	Mar 17, 2022	Common Stock, par value $0.01 per share	3.57K	$11.16	Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's manager (or an affiliate of the Company's manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the manager being cancelled. Upon the grant of options to the manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the "Total Exercisability Period") in monthly installments beginning on the first of each month following the month in which the options were granted. (Continued in Footnote 2)
F2	When tandem awards are granted with respect to manager options, the manager options become exercisable in monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of manager options not subject to corresponding tandem options to the total number of manager options (including manager options underlying such tandem awards subject to corresponding tandem options) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in monthly installments on the first of each month over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period.
F3	Represents the expiration date of the related manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option.
F4	Tandem awards will be settled in an amount of cash equal to the excess of the fair market value of a share of our common stock on the date of exercise over the fair market value on the date of grant, unless advance approval is given by the Board of Directors or an officer of the Company, as applicable, to settle the tandem awards in shares.