Amended Statement of Changes in Beneficial Ownership (4/a)
December 20 2018 - 4:39PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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COOPERMAN LEON G
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2. Issuer Name
and
Ticker or Trading Symbol
DITECH HOLDING Corp
[
DHCP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ST. ANDREW'S COUNTRY CLUB, 7118 MELROSE CASTLE LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/23/2018
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(Street)
BOCA RATON, FL 33428
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/18/2018
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Mandatorily Convertible Preferred Stock
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(6)
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3/23/2018
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P
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16
(6)
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2/9/2018
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2/9/2023
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Common Stock $0.01 par value per share
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1840
(6)
(7)
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$970
(7)
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4745
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I
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Omega Equity Investors LP
(1)
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Mandatorily Convertible Preferred Stock
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(6)
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3/23/2018
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P
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12
(6)
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2/9/2018
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2/9/2023
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Common Stock $0.01 par value per share
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1380
(6)
(7)
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$970
(7)
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4745
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I
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Omega Capital Partners LP
(2)
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Mandatorily Convertible Preferred Stock
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(6)
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3/23/2018
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P
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2297
(6)
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2/9/2018
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2/9/2023
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Common Stock $0.01 par value per share
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264098
(6)
(7)
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$970
(7)
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4745
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I
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Omega Capital Investors LP
(3)
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Mandatorily Convertible Preferred Stock
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(6)
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3/23/2018
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P
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12
(6)
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2/9/2018
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2/9/2023
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Common Stock $0.01 par value per share
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1380
(6)
(7)
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$970
(7)
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4745
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I
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Omega Overseas Partners Ltd
(4)
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Mandatorily Convertible Preferred Stock
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(6)
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2/9/2018
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2/9/2023
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Common Stock $0.01 par value per share
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1082490
(6)
(7)
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9415
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I
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Omega Credit Opportunities Master Fund LP
(5)
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Explanation of Responses:
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(1)
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The securities are held in the account of Omega Equity Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(2)
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The securities are held in the account of Omega Capital Partners, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(3)
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The securities are held in the account of Omega Capital Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(4)
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The securities are held in the account of Omega Overseas Partners Ltd, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(5)
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The securities are held in the account of Omega Credit Opportunities Master Fund L.P., a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(6)
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Convertible based upon a conversion multiple of 114.9750 as disclosed in Exhibit 3.1 to the Issuer's Form 8-K filed on February 13, 2018.
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(7)
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The original Form 4, filed on December 18, 2018, is being amended by this Form 4 amendment to correct errors in the Mandatorily Convertible Preferred Stock share numbers and purchase price which resulted from using an incorrect conversion multiple.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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COOPERMAN LEON G
ST. ANDREW'S COUNTRY CLUB
7118 MELROSE CASTLE LANE
BOCA RATON, FL 33428
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X
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Signatures
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/s/ Edward Levy, Atty In Fact, POA on file
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12/20/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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