BRC Advisors GP Form 4 DITECH HOLDING / Daniel Gordon Beltzman 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^*

Beltzman Daniel Gordon

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2018

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								38,620	D
Common Stock								55,446(1)	I	By Birch Run Capital Partners, LP(2)(3)(4)
Common Stock	06/08/2018		J(5)		170,676	D	$0	0	I	By Walloon BRC, LP(2)(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	02/09/2028	Common Stock	12,208		12,208	D
Series B Warrants	$28.25							02/09/2018	02/09/2028	Common Stock	9,687		9,687	D
Series A Warrants	$20.63							02/09/2018	02/09/2028	Common Stock	94,463(1)		94,463	I	By Birch Run Capital Partners, LP(2)(3)(4)
Series B Warrants	$28.25							02/09/2018	02/09/2028	Common Stock	74,955(1)		74,955	I	By Birch Run Capital Partners, LP(2)(3)(4)
Series A Warrants	$20.63	06/08/2018		J(5)			290,780	02/09/2018	02/09/2028	Common Stock	290,780	$0	0	I	By Walloon BRC, LP(2)(4)
Series B Warrants	$28.25	06/08/2018		J(5)			230,728	02/09/2018	02/09/2028	Common Stock	230,728	$0	0	I	By Walloon BRC, LP(2)(4)

1. Name and Address of Reporting Person^*

Beltzman Daniel Gordon

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Smith Gregory Howard

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Birch Run Capital Advisors, LP

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Advisors GP, LLC

(Last) (First) (Middle)

1350 BROADWAY

SUITE 2215

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Explanation of Responses:

1. These securities are held directly by Birch Run Capital Partners, L.P. As of the date of this filing: Birch Run Capital Partners, L.P. directly holds 55,446 shares of Common Stock, 94,463 Series A Warrants, and 74,955 Series B Warrants.

2. Birch Run Capital GP, L.L.C. serves as the General Partner to Birch Run Capital Partners, L.P., and Walloon BRC GP, L.L.C. serves as the General Partner to Walloon BRC, L.P. (each a "General Partner and collectively, "the General Partners"). Daniel Beltzman and Gregory Smith are the Co-Managing Members of the General Partners. As owners of the General Partner to Birch Run Capital Partners, L.P., Messrs. Beltzman and Smith may share in an allocation of the profits. See Footnote (5) below for a discussion of potential pecuniary interest in Walloon BRC, L.P.

3. Birch Run Capital Advisors, L.P. (the "Adviser") serves as the Investment Adviser to Birch Run Capital Partners, L.P (the "Fund"). Pursuant to a management agreement among the Adviser, the Fund and Birch Run Capital GP, L.L.C., the Adviser has complete and unlimited discretion and authority with respect to the Fund's 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 Fund. 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.

4. Each of the Advisor, 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.

5. On June 8, 2018, Walloon BRC GP, L.L.C. elected to liquidate Walloon BRC, L.P., by distributing 160,676 shares of Common Stock, 290,780 Series A Warrants and 230,728 Series B Warrants, to each of its limited partners, on a pro rata, in kind basis, without consideration. Due to the high water mark applicable to the general partner at the time of the distribution, it did not hold any pecuniary interest in Walloon BRC, L.P., prior to (or after) the in kind, pro rata distribution.

Remarks:

As disclosed in the Schedule 13D filed on June 11, 2018, the Adviser, Pike BRC GP, L.L.C., Daniel Beltzman and Gregory Smith no longer manage Pike BRC, .LP. as Pike BRC GP, L.L.C. relinquished its entire general partnership interest to the partnership for no consideration.

	/s/ Daniel Beltzman	06/11/2018
	/s/ Gregory Smith	06/11/2018
	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	06/11/2018
	BRC Advisors GP, L.L.C., Name: Caren E. Abramovich, Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich	06/11/2018
	** Signature of Reporting Person	Date
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