New Senior Investment Group Inc. (SNR): Levin Capital Strategies Slightly Decreases Its Stake

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the
Securities Exchange Act of 1934
Amendment No. 3

New Senior Investment Group
Inc.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

090572207
(CUSIP Number)

John A. Levin
595 Madison Avenue, 17th Floor

New York, NY 10022
(212) 259-0800
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

June 16, 2016
(Date of Event Which
Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [   ].

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The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that Section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

SCHEDULE 13D/A

SCHEDULE 13D/A

SCHEDULE 13D/A

SCHEDULE 13D/A

SCHEDULE 13D/A

SCHEDULE 13D/A

            The
following constitutes Amendment No. 4 (Amendment No. 4) to the Schedule 13D.
Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

ITEM 3.        SOURCE AND
AMOUNT OF FUNDS OR OTHER CONSIDERATION.

            Item
3 is hereby amended and restated as follows:

            The
purchases of the shares of Common Stock reported herein were made using the
general investment funds of the Reporting Persons. The amount of funds used for
all purchases of Common Stock of the Issuer by the Reporting Persons covered by
this report was an aggregate of $62,152,834.

            To
the best of the Reporting Persons knowledge, none of the persons listed on
Appendix A beneficially owns any securities of the Issuer.

ITEM 5.        INTEREST IN
SECURITIES OF THE ISSUER.

            Item
5 is hereby amended and restated as follows:

            (a)
As of the close of business on June 16, 2016, Trilogy beneficially owned 370,963
shares of Common Stock (of which 82,114,218 shares are currently issued and
outstanding, according to information provided by the Issuer), constituting less
than 1.0% of the issued and outstanding shares of Common Stock. As of the close
of business on May 24, 2016, Levcap beneficially owned 65,584 shares of Common
Stock, constituting less than 1.0% of the issued and outstanding shares of
Common Stock. As the general partner of Trilogy, LCSL may be deemed to
beneficially own the 370,963 shares of Common Stock owned by Trilogy. As the
general partner of Levcap, LCSEP may be deemed to beneficially own the 65,584
shares of Common Stock owned by Levcap.

As of the close of business on June 16, 2016, LCS may be deemed to beneficially
own 3,360,860 shares of Common Stock, constituting approximately 4.1% of the
issued and outstanding shares of Common Stock, which includes: (i) 370,963
shares of Common Stock beneficially owned by Trilogy, by virtue of serving as
Trilogys investment advisor, (ii) 65,584 shares of Common Stock beneficially
owned by Levcap, by virtue of serving as Levcaps investment advisor, (iii)
370,963 shares of Common Stock as a result of acting as sub-investment advisor
to certain investment companies, as further described in clause (d) below, and
(iv) 2,816,489 shares held in managed accounts for whom LCS acts as investment
manager.

As of the close of business on June 16, 2016, Levin may be deemed to
beneficially own 4,056,731 shares of Common Stock, constituting approximately
4.9% of the issued and outstanding shares of Common Stock, which includes: (i)
3,059,169 shares of Common Stock that may be deemed to be beneficially owned by
LCS, by virtue of serving as the Managing Member and Chief Executive Officer of
LCS and the managing member of each of LCSL and LCSEP, (ii) 259,324 shares of
Common Stock which are held in trust accounts for the benefit of his wife and
children of which he controls, and (iii) 738,238 shares of Common Stock which
are held in managed accounts owned by various family members of Levin, of which
he has shared voting and dispositive power over.

The filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any of the securities reported
herein. Each of the Reporting Persons specifically disclaims beneficial
ownership of the securities reported herein that are not directly owned by such
Reporting Person, except to the extent of their pecuniary interest therein.

            To
the best of the Reporting Persons knowledge, none of the persons listed on
Appendix A beneficially owns any securities of the Issuer.

            (b)
Trilogy, LCSL, LCS and Levin may be deemed to have shared voting and dispositive
power over the 370,963 shares of Common Stock Trilogy beneficially owns. Levcap,
LCSEP, LCS, Levin and the portfolio manager of Levcap, may be deemed to have
shared voting and dispositive power over the 65,584 shares of Common Stock
Levcap beneficially owns

LCS and Levin has shared voting power over an additional 2,980,896 shares and
shared dispositive power over an additional 3,848,242 shares of Common Stock
that LCS may be deemed to beneficially own. Voting power is shared with the
applicable investment advisory client or the primary advisor over the funds. LCS
votes the shares of Common Stock of the Issuer beneficially owned by it based
upon internal procedures, however the applicable client or the primary advisor
on an account can instruct LCS to vote any proxy upon request and overrule
LCS.

            Levin
has sole voting and dispositive power over an additional 259,324 shares of
Common Stock held in trust accounts for the benefit of his wife and children of
which he controls and shared voting and dispositive power over the 724,626
shares of Common Stock held in managed accounts held by various family members.
Voting and dispositive power over the 724,626 shares of Common Stock held in
managed accounts held by various family members is shared with such family
members.

            (c)
During the past sixty days, the Reporting Persons have made the purchases and
sales of the Common Stock of the Issuer described on Appendix B hereto.

            (d)
Neuberger Berman Absolute Return Multi-Manager Fund, a registered investment
company under the Investment Company Act of 1940, for which LCS acts as
sub-investment advisor has the right to receive dividends from, and the proceeds
from the sale of 290,867 shares. Neuberger Berman Absolute Return Multi Manager
UCITS Fund, an Irish registered Undertakings for Collective Investment in
Transferable Securities investment company, for which LCS acts as sub-investment
advisor has the right to receive dividends from, and the proceeds from the sale
of 4,773 shares.

            (e)
On June 1, 2016, the Reporting Persons ceased to be the beneficial owner of more
than five percent of the shares of Common Stock.

ITEM 6.        CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.

            Item
6 is hereby amended to add the following:

            LCS
has entered into swap contracts with an affiliate of JP Morgan with respect to
44,685shares of the Common Stock. Under the terms of the swap contracts, LCS is
only permitted to sell the shares back, at LCSs option at any time, to the swap
counterparty at prevailing market prices. LCS is not otherwise permitted to vote
or purchase/sell the underlying shares.

SIGNATURES

     After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.

Dated: June 17, 2016

Appendix B
Transactions in the
Shares During the Past Sixty Days

* Represents a swap contract