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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Fortress Investment Group LLC
2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2013
3. Issuer Name and Ticker or Trading Symbol
Springleaf Holdings, Inc. [LEAF]
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 
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 Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10105
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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, par value $0.01 per share 73,437,500
I
By Springleaf Financial Holdings, LLC (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
  X   X    
FIG LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
  X   X    
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
  X   X    
FIG Corp.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
  X   X    
FCFI Acquisition LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
  X   X    
Springleaf Financial Holdings, LLC
C/O FORTRESS INVESTMENT GROUP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
  X   X    

Signatures

/s/ Cameron MacDougall, as Authorized Signatory of Fortress Investment Group LLC 10/15/2013
**Signature of Reporting Person Date

/s/ Cameron MacDougall, as Authorized Signatory of FIG LLC 10/15/2013
**Signature of Reporting Person Date

/s/ Cameron MacDougall, as Authorized Signatory of Fortress Operating Entity I LLP 10/15/2013
**Signature of Reporting Person Date

/s/ Cameron MacDougall, as Authorized Signatory of FIG Corp. 10/15/2013
**Signature of Reporting Person Date

/s/ Cameron MacDougall, as Authorized Signatory of FCFI Acquisition LLC 10/15/2013
**Signature of Reporting Person Date

/s/ Cameron MacDougall, as Authorized Signatory of Springleaf Financial Holdings, LLC 10/15/2013
**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) 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.