SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Fortress Investment Group LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/15/2013	3. Issuer Name and Ticker or Trading Symbol Springleaf Holdings, Inc. [ LEAF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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, par value $0.01 per share	73,437,500	I	By Springleaf Financial Holdings, LLC(1)(2)

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: 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

1. Name and Address of Reporting Person* Fortress Investment Group LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIG LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fortress Operating Entity I LP (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIG Corp. (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FCFI Acquisition LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Springleaf Financial Holdings, LLC (Last) (First) (Middle) C/O FORTRESS INVESTMENT GROUP 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares of Springleaf Holdings, Inc. common stock held by Springleaf Financial Holdings, LLC are controlled by FCFI Acquisition LLC ("FCFI"). Fortress Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V (Fund D), L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Fund F) L.P. and Fortress Investment Fund V (Fund G) L.P. (collectively, the "Fund V Funds") collectively own 100% of FCFI. FIG LLC is the investment manager of each of the Fund V Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC. (continued in footnote 2)

2. (continued from footnote 1) Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.

Remarks:

Exhibit 24.1 -- Power of Attorney of the Reporting Persons.

	/s/ Cameron MacDougall, as Authorized Signatory of Fortress Investment Group LLC	10/15/2013
	/s/ Cameron MacDougall, as Authorized Signatory of FIG LLC	10/15/2013
	/s/ Cameron MacDougall, as Authorized Signatory of Fortress Operating Entity I LLP	10/15/2013
	/s/ Cameron MacDougall, as Authorized Signatory of FIG Corp.	10/15/2013
	/s/ Cameron MacDougall, as Authorized Signatory of FCFI Acquisition LLC	10/15/2013
	/s/ Cameron MacDougall, as Authorized Signatory of Springleaf Financial Holdings, LLC	10/15/2013
	** Signature of Reporting Person	Date
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