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 *   Bray Jesse K 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 HOLDINGS INC., 350 HIGHLAND DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer 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 920,994 D (1) (2) (3) Â

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
Bray Jesse K C/O NATIONSTAR MORTGAGE HOLDINGS INC. 350 HIGHLAND DRIVE LEWISVILLE, TX 75067	  X	Â	  Chief Executive Officer	Â

Signatures

/s/ Jesse K. Bray		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 428,572 Shares (the "Restricted Shares") that were granted by the Issuer under its 2012 Incentive Compensation Plan. The Restricted Shares vest over a three-year period, with one third of the Restricted Shares vesting on each of the first, second and third anniversaries of the grant date, March 7, 2012, subject to the reporting person's continued employment and service as a director with the Issuer.
(2)	The Shares include 283,949 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").
(3)	The Shares include 208,473 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 and service as a director 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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