Stonegate Mortgage (SGM) Form 4 STONEGATE MORTGAGE / James Brown ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown James

(Last) (First) (Middle)

1120 AVENUE OF THE AMERICAS

18TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STONEGATE MORTGAGE CORP [ SGM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/31/2017		D		7,217,379(1)	D	$8(2)(3)	0	I	See footnote(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	$18	05/31/2017		D			3,906(4)	(5)	05/15/2018	Common Stock	3,906	$0.00(5)	0	I	See footnote(7)
Common Stock Warrants	$18	05/31/2017		D			238,715(6)	(5)	05/15/2018	Common Stock	238,715	$0.00(5)	0	I	See footnote(7)

Explanation of Responses:

1. Includes (a) 6,930,757 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") currently held of record by Stonegate Investors Holdings, LLC, (b) 91,984 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners, LLC, (c) 104,691 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners I, LP, (d) 33,239 shares of Stonegate Common Stock currently held of record by Long Ridge Offshore Subsidiary Holdings, LLC, and (e) 56,708 restricted stock units (each, a "Stonegate RSU") granted to Long Ridge Capital Management, LP.

2. Pursuant to the Agreement and Plan of Merger, dated January 26, 2017 (the "Merger Agreement"), among Stonegate, Home Point Financial Corporation and Longhorn Merger Sub, Inc., upon completion of the merger as contemplated by the Merger Agreement, each share of Stonegate Common Stock held by the reporting person was converted into the right to receive $8.00 in cash (the "Merger Consideration").

3. Upon completion of the merger, each Stonegate RSU was converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Stonegate Common Stock subject to such Stonegate RSU immediately prior to completion of the merger and (ii) the Merger Consideration, less applicable tax withholdings.

4. Represents shares of Stonegate Common Stock available for immediate purchase at $18.00 per share (each, a "Stonegate Warrant") and held by Long Ridge Equity Partners, LLC pursuant to a warrant agreement, dated as of March 29, 2013, with Stonegate (the "Warrant Agreement").

5. The Stonegate Warrants were cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment because the exercise price of the Stonegate Warrants was greater than the Merger Consideration.

6. Represents Stonegate Warrants held by Stonegate Investors Holdings, LLC pursuant to the Warrant Agreement.

7. Messrs. Bhatt and Brown are each principals and officers of certain affiliates of Long Ridge Equity Partners, LLC, whose ownership is detailed in footnote (1) above. Each of Messrs. Bhatt and Brown may be deemed to be the beneficial owner of, and have control over, the Stonegate Common Stock and the Stonegate Warrants owned by Long Ridge Equity Partners, LLC and its affiliates.

Remarks:

	/s/ James G. Brown	05/31/2017
	** 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 4 (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).
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