Baker Street Capital Management Form 4 DITECH HOLDING / Vadim Perelman 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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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^*

Perelman Vadim

(Last) (First) (Middle)

1875 CENTURY PARK EAST, SUITE 700

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DITECH HOLDING Corp [ DHCP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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(1)								7,314(2)	D
Common Stock(1)								416,842(2)	I	By: Baker Street Capital L.P.(3)
Common Stock(1)								76,897(2)	I	By: Baskerville SPV, L.P.(4)

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
Series A Warrants	$20.63	02/09/2018		A(2)		12,461		02/09/2018	02/09/2028	Common Stock	12,461	$0	12,461	D
Series B Warrants	$28.25	02/09/2018		A(2)		9,887		02/09/2018	02/09/2028	Common Stock	9,887	$0	9,887	D
Series A Warrants	$20.63	02/09/2018		A(2)		710,171		02/09/2018	02/09/2028	Common Stock	710,171	$0	710,171	I	By: Baker Street Capital L.P.(3)
Series B Warrants	$28.25	02/09/2018		A(2)		563,506		02/09/2018	02/09/2028	Common Stock	563,506	$0	563,506	I	By: Baker Street Capital L.P.(3)
Series A Warrants	$20.63	02/09/2018		A(2)		131,008		02/09/2018	02/09/2028	Common Stock	131,008	$0	131,008	I	By: Baskerville SPV, L.P.(4)
Series B Warrants	$28.25	02/09/2018		A(2)		103,952		02/09/2018	02/09/2028	Common Stock	103,952	$0	103,952	I	By: Baskerville SPV, L.P.(4)

1. Name and Address of Reporting Person^*

Perelman Vadim

(Last) (First) (Middle)

1875 CENTURY PARK EAST, SUITE 700

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baker Street Capital Management, LLC

(Last) (First) (Middle)

1875 CENTURY PARK EAST, SUITE 700

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baker Street Capital GP, LLC

(Last) (First) (Middle)

1875 CENTURY PARK EAST, SUITE 700

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baker Street Capital L.P.

(Last) (First) (Middle)

1875 CENTURY PARK EAST, SUITE 700

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baskerville SPV, L.P.

(Last) (First) (Middle)

1875 CENTURY PARK EAST, SUITE 700

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Baker Street Capital L.P. ("BSC LP"), Baskerville SPV, L.P. ("Baskerville SPV"), Baker Street Capital GP, LLC ("BSC GP"), Baker Street Capital Management, LLC ("Baker Street Capital Management") and Vadim Perelman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

2. On February 9, 2018 (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. Pursuant to the Plan, on the Effective Date, each holder of Old Common Stock (including the Reporting Persons) received, in respect of one share of Old Common Stock (i) 0.05689208 shares of new common stock, par value $0.01 per share ("Common Stock"), (ii) 0.09692659 Series A Warrants to purchase an equivalent number of shares of Common Stock, and 0.07690920 Series B Warrants to purchase an equivalent number of shares of Common Stock, in all cases, subject to rounding with no fractional shares or warrants issuable. Such transaction was involuntary and in accordance with the terms of the Plan.

3. Represents securities owned directly by BSC LP. BSC GP, as the general partner of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Baker Street Capital Management, as the investment manager of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by BSC LP.

4. Represents securities owned directly by Baskerville SPV. BSC GP, as the general partner of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Baker Street Capital Management, as the investment manager of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by Baskerville SPV.

	By: /s/ Vadim Perelman	02/13/2018
	Baker Street Capital Management, LLC; By: /s/ Vadim Perelman, Managing Member	02/13/2018
	Baker Street Capital GP, LLC; By: /s/ Vadim Perelman, Managing Member	02/13/2018
	Baker Street Capital L.P.; By: /s/ Vadim Perelman, Managing Member of its General Partner	02/13/2018
	Baskerville SPV, L.P.; By /s/ Vadim Perelman, Managing Member of its General Partner	02/13/2018
	** 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 4 (b)(v).
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