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) | 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 | 7,166(1) | D | ||||||||
| Common Stock | 55,446(1) | I | By Birch Run Capital Partners, LP(2)(3)(4)(5) | |||||||
| Common Stock | 170,676(1) | I | By Walloon BRC, LP(2)(3)(4)(5) | |||||||
| Common Stock | 199,122(1) | I | By Pike BRC, LP(2)(3)(4)(5) | |||||||
| 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(1) | 12,209 | 02/09/2018 | 02/09/2028 | Common Stock | 12,209 | $0 | 12,209 | D | ||||
| Series B Warrants | $28.25 | 02/09/2018 | A(1) | 9,687 | 02/09/2018 | 02/09/2028 | Common Stock | 9,687 | $0 | 9,687 | D | ||||
| Series A Warrants | $20.63 | 02/09/2018 | A(1) | 94,462 | 02/09/2018 | 02/09/2028 | Common Stock | 94,462 | $0 | 94,462 | I | By Birch Run Capital Partners, LP(2)(3)(4)(5) | |||
| Series B Warrants | $28.25 | 02/09/2018 | A(1) | 74,954 | 02/09/2018 | 02/09/2028 | Common Stock | 74,954 | $0 | 74,954 | I | By Birch Run Capital Partners, LP(2)(3)(4)(5) | |||
| Series A Warrants | $20.63 | 02/09/2018 | A(1) | 290,778 | 02/09/2018 | 02/09/2028 | Common Stock | 290,778 | $0 | 290,778 | I | By Walloon BRC, LP(2)(3)(4)(5) | |||
| Series B Warrants | $28.25 | 02/09/2018 | A(1) | 230,727 | 02/09/2018 | 02/09/2028 | Common Stock | 230,727 | $0 | 230,727 | I | By Walloon BRC, LP(2)(3)(4)(5) | |||
| Series A Warrants | $20.63 | 02/09/2018 | A(1) | 339,241 | 02/09/2018 | 02/09/2028 | Common Stock | 339,241 | $0 | 339,241 | I | By Pike BRC, LP(2)(3)(4)(5) | |||
| Series B Warrants | $28.25 | 02/09/2018 | A(1) | 269,181 | 02/09/2018 | 02/09/2028 | Common Stock | 269,181 | $0 | 269,181 | I | By Pike BRC, LP(2)(3)(4)(5) | |||
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. 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. |
| 2. These securities are held directly by Birch Run Capital Partners, L.P., Walloon BRC, L.P., and Pike BRC, L.P. (collectively, the "Funds"). As of the date of this filing: Birch Run Capital Partners, L.P. directly holds 55,446 shares of Common Stock, 94,462 Series A Warrants, and 74,954 Series B Warrants; Walloon BRC, L.P. directly holds 170,676 shares of Common Stock, 290,778 Series A Warrants, and 230,727 Series B Warrants; and Pike BRC, L.P. directly holds 199,122 shares of Common Stock, 339,241 Series A Warrants, and 269,181 Series B Warrants. |
| 3. Birch Run Capital GP, L.L.C. serves as the General Partner to Birch Run Capital Partners, L.P., Walloon BRC GP, L.L.C. serves as the General Partner to Walloon BRC, L.P. and Pike BRC GP, L.L.C. serves as the General Partner to Pike BRC, L.P. (collectively, "the General Partners"). Daniel Beltzman and Gregory Smith are the Co-Managing Members of the General Partners. As owners of the General Partners to the Funds, Messrs. Beltzman and Smith may share in an allocation of the profits of the Funds. |
| 4. Birch Run Capital Advisors, L.P. (the "Adviser") serves as the Investment Adviser to the Funds. Pursuant to management agreements among the Adviser, the Funds, and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. BRC Advisors GP, L.L.C. ("Adviser GP") is the General Partner to the Adviser. Daniel Beltzman and Gregory Smith are the Limited Partners of the Adviser and the Co-Managing Members of the Adviser GP. The Adviser, the Adviser GP, Daniel Beltzman and Gregory Smith may be deemed to share voting and dispositive power over the reported securities. |
| 5. Each of the Adviser, the Adviser GP, Daniel Beltzman, and Gregory Smith disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| /s/ Daniel Beltzman | 02/13/2018 | |
| /s/ Gregory Smith | 02/13/2018 | |
| Birch Run Capital Advisors, L.P. By: BRC Advisors GP, L.L.C., its general partner, Name: Caren E. Abramovich Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich | 02/13/2018 | |
| BRC Advisors GP, L.L.C., Name: Caren E. Abramovich, Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich | 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). | ||
| ** 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. | ||