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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. £
*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).
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) originally filed jointly by William C. Erbey (the “Principal Reporting Person”), Mrs. Erbey, FF Plaza Limited Partnership (“FF Plaza”), Delaware Permanent Corporation (“Delaware Permanent”) and Erbey Holding Corporation, Inc., a Delaware corporation (“Erbey Holding”) with the Securities and Exchange Commission on November 1, 2011 (as amended by Amendment No. 1 originally filed on January 16, 2015, Amendment No. 2 originally filed on March 4, 2015, Amendment No. 3 originally filed on March 6, 2015, Amendment No. 4 originally filed on April 12, 2016, Amendment No. 5 originally filed on August 8, 2016, Amendment No. 6 originally filed on August 12, 2016 and Amendment No. 7 originally filed on November 23, 2016 (“Amendment No. 7”), the “Schedule 13D”). This Amendment 8 is filed by the Principal Reporting Person, Mrs. Erbey, Erbey Holding, Salt Pond Holdings, LLC, a U.S. Virgin Islands limited liability company (“Salt Pond”), the Christiansted Trust (the “C-Trust”), the Frederiksted Trust (the “F-Trust”), the Carisma Trust and Venia, LLC, a Nevada limited liability company (“Venia”) (collectively, the “Reporting Persons”). The Principal Reporting Person beneficially owns all of the shares of Altisource Portfolio Solutions S.A., a company organized under the laws of Luxembourg (the “Issuer”) beneficially owned by all of the Reporting Persons. Since the filing of Amendment No. 7, (a) Salt Pond pledged a portion of its shares of the Issuer to UBS Financial Services Inc. (the “Lender”) pursuant to the margin agreement provision of its brokerage agreement with the Lender and (b) the Principal Reporting Person transferred his directly held interest in Erbey Holding to the Carisma Trust, the trustee of which is Venia. The pledge and the transfer of the Principal Reporting Person’s interest in Erbey Holding did not change the Principal Reporting Person’s beneficial ownership of shares of the Issuer. This Amendment No. 8 reflects the pledge by Salt Pond and the reorganization of ownership of shares of the Issuer by the Principal Reporting Person.
Item 1. Security and Issuer.
The securities to which this Schedule 13D relates are the shares of common stock, par value $1.00 per share (“Common Stock”), of the Issuer. The principal executive offices of the Issuer are located at 40, avenue Monterey, L-2163 Luxembourg City, Grand Duchy of Luxembourg.
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety as follows:
(a) This Amendment No. 8 is filed jointly by each of the Reporting Persons. E. Elaine Erbey is Mr. Erbey’s spouse. The trustees of the C-Trust are Mr. Erbey, Mrs. Erbey, Mr. John Erbey (Mr. Erbey’s brother) and Salt Pond. The trustees of the F-Trust are Mr. Erbey, Mr. John Erbey and Salt Pond. The members of Salt Pond are Erbey Holding, the C-Trust and the F-Trust. Erbey Holding is wholly owned by the Carisma Trust, the trustee of which is Venia. The members of Venia are Mrs. Erbey, Mr. John Erbey and Mr. Andrew Burnett.
(b) Mr. and Mrs. Erbey’s business address is P.O. Box 25437, Christiansted, Virgin Islands 00824. The principal office of Salt Pond is P.O. Box 25437, Christiansted, Virgin Islands 00824. The principal office of Erbey Holding is P.O. Box 25437, Christiansted, Virgin Islands 00824. The principal office of the C-Trust, a U.S. Virgin Islands trust, is P.O. Box
25390, Christiansted, Virgin Islands 00824. The principal office of the F-Trust, a U.S. Virgin Islands trust, is P.O. Box 25390, Christiansted, Virgin Islands 00824. The principal office of the Carisma Trust, a Nevada trust, and Venia is 5348 Vegas Drive, Suite C, Las Vegas, Nevada 89108.
(c) As announced on December 22, 2014, Mr. Erbey stepped down from his position as a director and Chairman of the Board of Directors of the Issuer effective January 16, 2015 pursuant to a consent order between Ocwen Financial Corporation (“Ocwen”) and the New York State Department of Financial Services (the “Consent Order”). Mr. Erbey also stepped down as an officer and director of Ocwen and from the boards of Ocwen’s related companies at that time. Erbey Holding is a holding company for the investment of securities. Mrs. Erbey is Chief Financial Officer of Salt Pond. Salt Pond is a service business providing merchant banking services and family office services, which encompass trading in stocks or securities and possibly financing operations for businesses. The C-Trust, the F-Trust and the Carisma Trust are irrevocable non-grantor trusts. Venia serves as a trustee of trusts for the benefit of the spouse of the Principal Reporting Person.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f) Mr. and Mrs. Erbey are U.S. citizens.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following:
(b) Margin Account
On December 1, 2017, Salt Pond elected to implement the margin agreement provision of its brokerage agreement with the Lender. As security for its obligation under the margin agreement, Salt Pond has pledged 1,300,000 shares of the Issuer’s common stock to the Lender. All voting rights and rights to receive dividends and distributions with respect to the pledged shares will remain with Salt Pond unless and until an event of default under the margin agreement occurs. Pursuant to an agreement, dated October 30, 2017, entered into by and between the Principal Reporting Person and the Lender, the Lender agrees that it will not lend, pledge, re-pledge, hypothecate or re-hypothecate any of the pledged shares of the Issuer to any affiliate of the Lender or others. The Lender further agrees that in the event it sells any of the pledged shares pursuant to its rights under the margin agreement provision of its brokerage agreement, it will do so in accordance with the requirements of Rule 144 to the extent applicable to sales by a non-affiliate pledgee.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
For purposes of this Schedule 13D, the ownership percentage for each Reporting Person is based upon 17,904,739 shares of Common Stock outstanding as of October 20, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2017.
(b) The Common Stock deemed beneficially owned by each of the Reporting Persons with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover pages of this Schedule 13D relating to such person and are hereby incorporated by reference in this Item 5.
(c) Transactions since Amendment No. 7: None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is amended by adding the following:
Item 4 above summarizes the margin agreement of the brokerage agreement between Salt Pond and the Lender and the agreement between the Principal Reporting Person and the Lender and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
| Exhibit Number | Description |
| 99.1 | Joint Filing Agreement, dated December 1, 2017, by and among William C. Erbey, E. Elaine Erbey, Christiansted Trust, Frederiksted Trust, Erbey Holding Corporation, Inc., Carisma Trust, Venia, LLC and Salt Pond Holdings, LLC. |
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: December 1, 2017 | |
| | |
| | /s/ William C. Erbey |
| | William C. Erbey |
| | |
| | /s/ E. Elaine Erbey |
| | E. Elaine Erbey |
| | |
| | Christiansted Trust |
| | | |
| | By: | /s/ William C. Erbey |
| | | Name: William C. Erbey |
| | | Co-Trustee |
| | |
| | | |
| | By: | /s/ E. Elaine Erbey |
| | | Name: E. Elaine Erbey |
| | | Co-Trustee |
| | |
| | | |
| | By: | /s/ John R. Erbey |
| | | Name: John R. Erbey |
| | | Co-Trustee |
| | |
| | | |
| | By: | /s/ William C. Erbey |
| | | Name: Salt Pond Holdings, LLC Title: Co-Trustee Signed By: Name: William C. Erbey |
| | | Title: President |
| | Frederiksted Trust |
| | | |
| | By: | /s/ William C. Erbey |
| | | Name: William C. Erbey |
| | | Co-Trustee |
| | |
| | | |
| | By: | /s/ John R. Erbey |
| | | Name: John R. Erbey |
| | | Co-Trustee |
| | |
| | | |
| | By: | /s/ William C. Erbey |
| | | Name: Salt Pond Holdings, LLC Title: Co-Trustee Signed By: Name: William C. Erbey |
| | | Title: President |
| | |
| | Erbey Holding Corporation, Inc. |
| | By: | Carisma Trust, its Sole Shareholder |
| | | By: | Venia, LLC, Carisma Trust’s Sole Trustee |
| | |
| | | | By: | /s/ E. Elaine Erbey |
| | | | | Name: E. Elaine Erbey |
| | | | Title: Member |
| | |
| | Carisma Trust |
| | By: | Venia, LLC, its Sole Trustee |
| | | |
| | | By: | /s/ E. Elaine Erbey |
| | | | Name: E. Elaine Erbey |
| | | | Title: Member |
| | |
| | Venia, LLC |
| | | |
| | By: | /s/ E. Elaine Erbey |
| | | Name: E. Elaine Erbey |
| | | Title: Member |
| | |
| | Salt Pond Holdings, LLC |
| | | |
| | By: | /s/ William C. Erbey |
| | | Name: William C. Erbey |
| | | Title: President |
