FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Lion Point Capital, LP

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/9/2018 

3. Issuer Name and Ticker or Trading Symbol

DITECH HOLDING Corp [DHCP]

(Last)        (First)        (Middle)

250 W 55TH STREET, 33RD FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10019       

(City)              (State)              (Zip)
5. 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 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, $0.01 Par Value per Share   185906   D   (1) (2) (3) (5)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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
Mandatorily Convertible Preferred Stock   2/9/2018     (5) Common Stock, $0.01 par value per share   5999   $114.975   D   (4) (6)  
Series A Warrants   2/9/2018   2/9/2028   Common Stock, $0.01 par value per share   316729   $20.63   D   (4) (6)  
Series B Warrants   2/9/2018   2/9/2028   Common Stock, $0.01 par value per share   251317   $28.25   D   (4) (6)  

Explanation of Responses:
(1)  On February 9, 2018 (the "Effective Date"), the Issuer changed its name and ticker symbol from Walter Investment Management Corporation (WAC) to Ditech Holding Corp (DHCP). In addition, on the Effective Date, the Issuer's Amended Prepackaged Plan of Reorganization (the "Plan") became effective, and the Issuer emerged from bankruptcy proceedings. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share ("Old Common Stock") and all rights of any holder in respect thereof were cancelled and extinguished.
(2)  (Continued from footnote 1) Pursuant to the Plan, on the Effective Date, (x) each share of Old Common Stock of the Issuer was exchanged for the following new securities of the Issuer: (i) 0.05689208 of the Issuer's new common stock ("New Common Stock"), 0.09692659 Series A Warrants and (iii) 0.07690920 Series B Warrants, (y) every $1,000 principal amount of Senior Notes was exchanged for 464.11293167 New Second Lien Notes and 0.18564517 shares of Mandatorily Convertible Preferred Stock of the Issuer, and (z) every $1,000 principal amount of Convertible Notes was exchanged for 8.76919841 shares of New Common Stock, 14.94011581 Series A Warrants and 11.85465711 Series B Warrants of the Issuer.
(3)  (Continued from footnote 2) The Reporting Persons' beneficial ownership, as calculated in accordance with the SEC rules, is approximately 26.2%, but this percentage does not accurately reflect the voting power of the Reporting Persons. At all times, the Issuer's Mandatorily Convertible Preferred Stock votes on an as-converted basis with the Shares, whether or not such preferred stock has been converted. As a result, the Reporting Persons' actual voting power, assuming full conversion of the Series A Warrants and the Series B Warrants held by the Reporting Persons only, is approximately 8.8% based on the holdings reported herein.
(4)  These equity securities are owned (x) directly by Lion Point Master, LP, a Cayman Islands exempted limited partnership ("Lion Point ") and (y) indirectly by (i) Lion Point Capital GP, a Delaware limited liability company ("Lion Point Capital GP"), as the general partner of Lion Point, (ii) Lion Point Capital, LP, a Delaware limited partnership ("Lion Point Capital"), as the investment manager of Lion Point, (iii) Lion Point Holdings GP, LLC, a Delaware limited liability company ("Lion Point Holdings GP"), as the general partner of Lion Point Capital, (iv) Didric Cederholm, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and the Managing Member of Lion Point Holdings GP, and (v) Jim Freeman, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and the Managing Member of Lion Point Holdings GP.
(5)  The Mandatorily Convertible Preferred Stock does not expire; however, the Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) at any time following one year after the Effective Date, the time that the volume weighted average pricing of the Shares exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per Share is greater than or equal to $8.6975.
(6)  This Form 3 is being filed jointly by: (i) Lion Point Master, LP, a Cayman Islands exempted limited partnership ("Lion Point"), with respect to the Shares directly and beneficially owned by it; (ii) Lion Point Capital GP, LLC, a Delaware limited liability company ("Lion Point Capital GP"), as the general partner of Lion Point; (iii) Lion Point Capital, LP, a Delaware limited partnership ("Lion Point Capital"), as the investment manager of Lion Point; (iv) Lion Point Holdings GP, LLC, a Delaware limited liability company ("Lion Point Holdings GP"), as the general partner of Lion Point Capital; (v) Didric Cederholm, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and the Managing Member of Lion Point Holdings GP; and (vi) Jim Freeman, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and the Managing Member of Lion Point Holdings GP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lion Point Capital, LP
250 W 55TH STREET, 33RD FLOOR
NEW YORK, NY 10019

X


Signatures
/s/Didric Cederholm 2/20/2018
** 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 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).
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.
Walter Investment Management Corp. (delisted) (NYSE:WAC)
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