FORM 4
[ ] 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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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 *

Villani Anthony W. 		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)
EVP and General Counsel
(Last)          (First)          (Middle)

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

3/1/2018
(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   3/1/2018     M    10547   A $0   53376   D    
Common Stock   3/1/2018     F    4152   (1) D $17.21   49224   D    
Common Stock   3/1/2018     M    6827   A $0   56051   D    
Common Stock   3/1/2018     F    1663   (1) D $17.21   54388   D    
Common Stock   3/2/2018     F    1369   (2) D $17.12   53019   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   $0.0   (3) 3/1/2018     A      21790         (4)   (4) Common Stock   21790.0   $0   63420   D    
Restricted Stock Units   $0.0   (3) 3/1/2018     M         10547      (4)   (4) Common Stock   10547.0   $0   52873   D    
Restricted Stock Units   $0.0   (3) 3/1/2018     M         6827      (4)   (4) Common Stock   6827.0   $0   46046   D    

Explanation of Responses:
(1)  Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units ("RSUs") granted by the Issuer under its Second Amended and Restated 2012 Incentive Compensation Plan (the "Plan").
(2)  Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock granted by the Issuer under the Plan.
(3)  Each RSU represents a contingent right to receive one share of Common Stock of the Issuer and is granted pursuant to the Plan.
(4)  The reporting person has received an award of RSUs, subject to the terms and conditions of the award agreement. The RSUs vest over a three-year period, with 33% of the RSUs vesting on each of the first and second anniversaries and 34% vesting on the third anniversary of the grant date, subject to the reporting person's continued employment with the Issuer.

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

EVP and General Counsel

Signatures
/s/ Katherine K. Connell, Attorney-in-Fact 3/5/2018
** 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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