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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DITECH HOLDING Corp [ DHCP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/09/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 02/13/2018 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | 416,785(2) | I | By: Baker Street Capital L.P.(5) | |||||||
Common Stock(1) | 76,896(3) | I | By: Baskerville SPV, L.P.(6) | |||||||
Common Stock(1) | 7,283(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 710,074(2) | 02/09/2018 | 02/09/2028 | Common Stock | 710,074(2) | $0 | 710,074(2) | I | By: Baker Street Capital L.P.(5) | |||
Series B Warrants | $28.25 | 02/09/2018 | A | 563,429(2) | 02/09/2018 | 02/09/2028 | Common Stock | 563,429(2) | $0 | 563,429(2) | I | By: Baker Street Capital L.P.(5) | |||
Series A Warrants | $20.63 | 02/09/2018 | A | 131,009(3) | 02/09/2018 | 02/09/2028 | Common Stock | 131,009(3) | $0 | 131,009(3) | I | By: Baskerville SPV, L.P.(6) | |||
Series A Warrants | $20.63 | 02/09/2018 | A | 12,449(4) | 02/09/2018 | 02/09/2028 | Common Stock | 12,449(4) | $0 | 12,449(4) | D | ||||
Series B Warrants | $28.25 | 02/09/2018 | A | 9,878(4) | 02/09/2018 | 02/09/2028 | Common Stock | 9,878(4) | $0 | 9,878(4) | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This amended 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. With respect to BSC LP, the original Form 4 overstated its ownership (i) of Common Stock by 57 shares, (ii) its ownership of Series A Warrants by 97 warrants and (iii) its ownership of Series B Warrants by 77 warrants, and such ownership was also overstated on a Form 4 filed on May 18, 2018. |
3. With respect to Baskerville SPV, the original Form 4 (i) overstated its ownership of Common Stock by 1 share and (ii) understated its ownership of Series A Warrants by 1 warrant, and such ownership was also overstated and understated on a Form 4 filed on May 18, 2018. |
4. With respect to Mr. Perelman, the original Form 4 overstated his ownership (i) of Common Stock by 31 shares, (ii) his ownership of Series A Warrants by 12 warrants and (iii) his ownership of Series B Warrants by 9 warrants, and such ownership was also overstated on a Form 4 filed on May 18, 2018. |
5. 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. |
6. 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 | 11/15/2018 | |
Baker Street Capital Management, LLC; By: /s/ Vadim Perelman, Managing Member | 11/15/2018 | |
Baker Street Capital GP, LLC; By: /s/ Vadim Perelman, Managing Member | 11/15/2018 | |
Baker Street Capital L.P.; By: /s/ Vadim Perelman, Managing Member of its General Partner | 11/15/2018 | |
Baskerville SPV, L.P.; By /s/ Vadim Perelman, Managing Member of its General Partner | 11/15/2018 | |
** 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). | ||
** 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 Number. |