UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

NewPage Holdings Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

651717100

(CUSIP Number)

January 7, 2015

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*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).

CUSIP No. 651717100

SCHEDULE 13G

Page 2 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Opportunities Fund VIIb Delaware, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None.
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None.
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 651717100

SCHEDULE 13G

Page 3 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund VIII Delaware, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None.
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None.
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 651717100

SCHEDULE 13G

Page 4 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund IX Delaware, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None.
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None.
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 651717100

SCHEDULE 13G

Page 5 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the general partner of OCM Opportunities Fund VIIb Delaware, L.P., Oaktree Opportunities Fund VIII Delaware, L.P. and Oaktree Opportunities Fund IX Delaware, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 6 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund VIII (Parallel 2), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None.
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None.
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 651717100

SCHEDULE 13G

Page 7 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund VIII GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

__________________

(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII (Parallel 2), L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 8 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund VIII GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII GP, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 9 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Huntington Investment Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None.
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None.
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 651717100

SCHEDULE 13G

Page 10 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Huntington Investment Fund GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

__________________

(1) Solely in its capacity as the general partner of Oaktree Huntington Investment Fund, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 11 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Huntington Investment Fund GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the general partner of Oaktree Huntington Investment Fund GP, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 12 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Value Opportunities Fund Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None.
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None.
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 651717100

SCHEDULE 13G

Page 13 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Value Opportunities Fund GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

__________________

(1) Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 14 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Value Opportunities Fund GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 15 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund IX (Parallel 2), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None.
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None.
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 651717100

SCHEDULE 13G

Page 16 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund IX GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund IX (Parallel 2), L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 17 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Opportunities Fund IX GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund IX GP, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 18 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

__________________

(1) Solely in its capacity as the managing member of Oaktree Fund GP, LLC and as the sole shareholder of each of Oaktree Opportunities Fund VIII GP Ltd., Oaktree Huntington Investment Fund GP Ltd., Oaktree Value Opportunities Fund GP Ltd. and Oaktree Opportunities Fund IX GP Ltd.

CUSIP No. 651717100

SCHEDULE 13G

Page 19 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

__________________

(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 20 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 21 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

CUSIP No. 651717100

SCHEDULE 13G

Page 22 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON PN

__________________

(1) Solely in its capacity as the sole director of each of Oaktree Huntington Investment Fund GP Ltd., Oaktree Opportunities Fund VIII GP Ltd., Oaktree Value Opportunities Fund GP Ltd. and Oaktree Opportunities Fund IX GP Ltd.

CUSIP No. 651717100

SCHEDULE 13G

Page 23 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON CO

__________________

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

CUSIP No. 651717100

SCHEDULE 13G

Page 24 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.

CUSIP No. 651717100

SCHEDULE 13G

Page 25 of 36

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER None (1)
	6	SHARED VOTING POWER None.
	7	SOLE DISPOSITIVE POWER None (1)
	8	SHARED DISPOSITIVE POWER None.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON OO

__________________

(1) Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

CUSIP No. 651717100

SCHEDULE 13G

Page 26 of 36

ITEM 1.	(a)	Name of Issuer:
		NewPage Holdings, Inc.

	(b)	Address of Issuer’s Principal Executive Offices:
		8540 Gander Creek Drive Miamisburg, Ohio 45342

ITEM 2.	(a)-	(c) Name of Person Filing; Address of Principal Business Office; and Citizenship
		This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1: (1) OCM Opportunities Fund VIIb Delaware, L.P., a Delaware limited partnership (“OCM VIIb Delaware”); (2) Oaktree Opportunities Fund VIII Delaware, L.P., a Delaware limited partnership (“Fund VIII Delaware”); (3) Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership (“Fund IX Delaware”); (4) Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware; (5) Oaktree Opportunities Fund VIII (Parallel 2), L.P., a Cayman Islands limited partnership (“VIII Parallel 2”); (6) Oaktree Opportunities Fund VIII GP, L.P., a Cayman Islands limited partnership (“Fund VIII GP”), in its capacity as the general partner of VIII Parallel 2; (7) Oaktree Opportunities Fund VIII GP Ltd., a Cayman Islands exempted company (“Fund VIII GP Ltd.”), in its capacity as the general partner of Fund VIII GP; (8) Oaktree Huntington Investment Fund, L.P., a Cayman Islands limited partnership (“HIF”); (9) Oaktree Huntington Investment Fund GP, L.P., a Cayman Islands limited partnership (“HIF GP”), in its capacity as the general partner of HIF; (10) Oaktree Huntington Investment Fund GP Ltd., a Cayman Islands exempted company (“HIF GP Ltd.”), in its capacity as the general partner of HIF GP; (11) Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”); (12) Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“VOF GP”), in its capacity as the general partner of VOF Holdings; (13) Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“VOF GP Ltd.”), in its capacity as the general partner of VOF GP; (14) Oaktree Opportunities Fund IX (Parallel 2), L.P., a Cayman Islands limited partnership (“IX Parallel 2”); (15) Oaktree Opportunities Fund IX GP, L.P., a Cayman Islands limited partnership (“Fund IX GP”), in its capacity as the general partner of IX Parallel 2; (16) Oaktree Opportunities Fund IX GP Ltd., a Cayman Islands exempted company (“Fund IX GP Ltd.”), in its capacity as the general partner of Fund IX GP; (17) Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP and as the sole shareholder of each of Fund VIII GP Ltd., HIF GP Ltd., VOF GP Ltd. and Fund IX GP Ltd.; (18) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I; (19) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I; (20) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I; (21) Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of each of HIF GP Ltd., Fund VIII GP Ltd., VOF GP Ltd. and Fund IX GP Ltd.; (22) Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management; (23) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and (24) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of OCG.

CUSIP No. 651717100

SCHEDULE 13G

Page 27 of 36

		The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

	(d)	Title of Class of Securities:
		Common stock, par value $0.001 per share (“Common Stock”)

	(e)	CUSIP Number: 651717100

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

	(a)	[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
	(b)	[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
	(c)	[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
	(d)	[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
	(e)	[__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
	(f)	[__] An employee benefit plan or endowment fund in accordance with §§240.13d-1(b)(1)(ii)(F);
	(g)	[__] A Parent holding company or control person in accordance with §§240.13d-1(b)(1)(ii)(G);
	(h)	[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
	(i)	[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[__] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

ITEM 4.	OWNERSHIP

		The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

		Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

CUSIP No. 651717100

SCHEDULE 13G

Page 28 of 36

ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following T.

ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.	CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

CUSIP No. 651717100

SCHEDULE 13G

Page 29 of 36

SIGNATURE

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: January 9, 2015

	OCM OPPORTUNITIES FUND VIIb DELAWARE, L.P.

	By: Its:	Oaktree Fund GP, LLC General Partner

	By: Its:	Oaktree Fund GP I, L.P. Managing Member

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Authorized Signatory

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Authorized Signatory

	OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.

	By: Its:	Oaktree Fund GP, LLC General Partner

	By: Its:	Oaktree Fund GP I, L.P. Managing Member

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Authorized Signatory

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Authorized Signatory

	OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.

	By: Its:	Oaktree Fund GP, LLC General Partner

	By: Its:	Oaktree Fund GP I, L.P. Managing Member

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Authorized Signatory

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Authorized Signatory

CUSIP No. 651717100

SCHEDULE 13G

Page 30 of 36

	OAKTREE FUND GP, LLC

	By: Its:	Oaktree Fund GP I, L.P. Managing Member

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Authorized Signatory

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Authorized Signatory

	OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.

	By: Its:	Oaktree Opportunities Fund VIII GP, L.P. General Partner

	By: Its:	Oaktree Opportunities Fund VIII GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE OPPORTUNITIES FUND VIII GP, L.P.

	By: Its:	Oaktree Opportunities Fund VIII GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

CUSIP No. 651717100

SCHEDULE 13G

Page 31 of 36

	OAKTREE OPPORTUNITIES FUND VIII GP LTD.

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE HUNTINGTON INVESTMENT FUND, L.P.

	By: Its:	Oaktree Huntington Investment Fund GP, L.P. General Partner

	By: Its:	Oaktree Huntington Investment Fund GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.

	By: Its:	Oaktree Huntington Investment Fund GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

CUSIP No. 651717100

SCHEDULE 13G

Page 32 of 36

	OAKTREE HUNTINGTON INVESTMENT FUND GP LTD.

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

	By: Its:	Oaktree Value Opportunities Fund GP, L.P. General Partner

	By: Its:	Oaktree Value Opportunities Fund GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

	By: Its:	Oaktree Value Opportunities Fund GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

CUSIP No. 651717100

SCHEDULE 13G

Page 33 of 36

	OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.

	By: Its:	Oaktree Opportunities Fund IX GP, L.P. General Partner

	By: Its:	Oaktree Opportunities Fund IX GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE OPPORTUNITIES FUND IX GP, L.P.

	By: Its:	Oaktree Opportunities Fund IX GP Ltd. General Partner

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

CUSIP No. 651717100

SCHEDULE 13G

Page 34 of 36

	OAKTREE OPPORTUNITIES FUND IX GP LTD.

	By: Its:	Oaktree Capital Management, L.P. Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE FUND GP I, L.P.

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Authorized Signatory

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Authorized Signatory

	OAKTREE CAPITAL I, L.P.

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

CUSIP No. 651717100

SCHEDULE 13G

Page 35 of 36

	OCM HOLDINGS I, LLC

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE HOLDINGS, LLC

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE CAPITAL MANAGEMENT, L.P.

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

CUSIP No. 651717100

SCHEDULE 13G

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	OAKTREE HOLDINGS, INC.

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Assistant Vice President

	By:	/s/ Lisa Arakaki
	Name:	Lisa Arakaki
	Title:	Managing Director

NewPage Holdings Inc. SC 13G/A