Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  APPEL ROBERT J
2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2012
3. Issuer Name and Ticker or Trading Symbol
Nationstar Mortgage Holdings Inc. [NSM]
(Last)
(First)
(Middle)
C/O NATIONSTAR MORTGAGE HOLDING INC., 350 HIGHLAND DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP of Servicing
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LEWISVILLE, TX 75067
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 289,077
D (1) (2)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
APPEL ROBERT J
C/O NATIONSTAR MORTGAGE HOLDING INC.
350 HIGHLAND DRIVE
LEWISVILLE, TX 75067
      EVP of Servicing  

Signatures

/s/ Robert J. Appel 03/07/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The shares of common stock of Nationstar Mortgage Holdings Inc. (the "Issuer") reported herein (the "Shares") include 163,993 unregistered Shares that were exchanged by the Issuer for Series 1 Class A membership units ("Class A Units") in FIF HE Holdings LLC pursuant to a Unit Exchange, dated February 24, 2012 (the "Unit Exchange"). These unregistered Shares are subject to a lock-up agreement effective March 7, 2012 (the "Lock-up").
(2) The Shares include 125,084 unvested, unregistered Shares (the "Restricted Exchange Shares") that were exchanged by the Issuer for unvested Class A Units pursuant to the Unit Exchange. The Restricted Exchange Shares shall fully vest on June 30, 2012 (the "Vesting Date"), subject to the reporting person's continued employment with the Issuer, and are subject to the Lock-up. On the Vesting Date, the reporting person may deliver shares of the Issuer's common stock to Nationstar Mortgage LLC in an amount equal to the amount of tax required to be withheld by Nationstar Mortgage LLC.

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