FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PATEL AMAR R 		2. Issuer Name and Ticker or Trading Symbol

Nationstar Mortgage Holdings Inc. [ NSM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O NATIONSTAR MORTGAGE HOLDINGS INC., 8950 CYPRESS WATERS BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2018
(Street)

COPPELL, TX 75019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/31/2018     D    381967   (1) D   (1) 0   D    
Common Stock   7/31/2018     M    20976   (2) A   (1) 20976   D    
Common Stock   7/31/2018     D    20976   (2) D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   $0.00   (2) 7/31/2018     M         20976   (2)     (2)   (2) Common Stock   20976   (2) $0.00   29053   D    
Restricted Stock Units   $0.00   (3) 7/31/2018     D         29053   (3)     (3)   (3) Common Stock   29053   (3) $0.00   0   D    

Explanation of Responses:
(1)  Each share of Common Stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, WMIH Corp. ("WMIH") and Wand Merger Corporation, a wholly owned subsidiary of WMIH, in exchange for either (i) $18.00 in cash, without interest (the "Cash Election Consideration") or (ii) 12.7793 shares of validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of WMIH (the "Stock Election Consideration"), in each case, subject to the merger consideration election made by the reporting person and the proration and adjustments set forth in the Merger Agreement.
(2)  Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. Under the terms of the Merger Agreement, subject to certain exceptions, each outstanding Restricted Stock Unit held by the reporting person, whether vested or unvested, automatically vested in full, was assumed by WMIH and converted into a WMIH restricted stock unit entitling the reporting person to receive upon settlement either the Cash Election Consideration or the Stock Election Consideration, as elected by the reporting person in accordance with the procedures set out in the Merger Agreement, based on the number of shares of Common Stock underlying the number of Restricted Stock Unit awards as of immediately prior to the effective time of the merger.
(3)  Restricted Stock Unit awards granted on or after February 12, 2018 were not included as part of the reporting person's share count for purposes of the election to receive the merger consideration under the Merger Agreement. Instead, these awards were automatically assumed by WMIH and converted into WMIH restricted stock unit awards, with respect to a number of WMIH shares equal to the number of shares of Common Stock underlying the awards multiplied by the exchange ratio set forth in the Merger Agreement (12.7793). These restricted stock unit awards otherwise remain subject to the same vesting schedule and settlement terms as applicable immediately prior to such assumption and conversion.

Remarks:
EVP &Chief Financial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PATEL AMAR R
C/O NATIONSTAR MORTGAGE HOLDINGS INC.
8950 CYPRESS WATERS BOULEVARD
COPPELL, TX 75019

See Remarks

Signatures
/s/ Katherine K. Connell, Attorney-in-Fact 8/2/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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