Cooperman Leon G Form 4 DITECH HOLDING / LEON G COOPERMAN 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^*

COOPERMAN LEON G

(Last)

(First)

(Middle)

ST. ANDREW'S COUNTRY CLUB

7118 MELROSE CASTLE LANE

(Street)

BOCA RATON

33428

(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)
12/14/2018

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2018		S		194,703	D	$0.0699	0	I	Omega Equity Investors LP⁽¹⁾
Common Stock	12/14/2018		S		38,584	D	$0.0699	0	I	Omega Capital Partners LP⁽²⁾
Common Stock	12/14/2018		S		10,084	D	$0.0699	0	I	Omega Capital Investors LP⁽³⁾
Common Stock	12/14/2018		S		18,678	D	$0.0699	0	I	Omega Overseas Partners Ltd⁽⁴⁾
Common Stock	12/14/2018		S		50,852	D	$0.0699	0	I	Omega Credit Opportunities Master Fund LP⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Warrants	$20.63	12/14/2018		S			65,736	02/09/2013	02/09/2028	Common Stock $0.01 par value per share	65,736	$0.0012	0	I	Omega Equity Investors LP⁽¹⁾
Series A Warrants	$20.63	12/14/2018		S			38,246	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	38,246	$0.0012	0	I	Omega Capital Partners LP⁽²⁾
Series A Warrants	$20.63	12/14/2018		S			17,181	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	17,181	$0.0012	0	I	Omega Capital Investors LP⁽³⁾
Series A Warrants	$20.63	12/14/2018		S			31,822	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	31,822	$0.0012	0	I	Omega Overseas Partners Ltd⁽⁴⁾
Series A Warrants	$20.63	12/14/2018		S			86,637	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	86,637	$0.0012	0	I	Omega Credit Opportunities Master Fund LP⁽⁵⁾
Series B Warrants	$28.25	12/14/2018		S			52,160	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	52,160	$0.0002	0	I	Omega Equity Invesotrs LP⁽¹⁾
Series B Warrants	$28.25	12/14/2018		S			30,347	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	30,347	$0.0002	0	I	Omega Capital Partners LP⁽²⁾
Series B Warrants	$28.25	12/14/2018		S			13,632	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	13,632	$0.0002	0	I	Omega Capital Investors LP⁽³⁾
Series B Warrants	$28.25	12/14/2018		S			25,250	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	25,250	$0.0002	0	I	Omega Overseas Partners Ltd⁽⁴⁾
Series B Warrants	$28.25	12/14/2018		S			68,745	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	68,745	$0.0002	0	I	Omega Credit Opportunities Master Fund LP⁽⁵⁾
Mandatorily Convertible Preferred Stock	⁽⁶⁾	12/17/2018		S			4,745⁽⁶⁾	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	687,907⁽⁶⁾	$1.15	0	I	Omega Equity Investors LP⁽¹⁾
Mandatorily Convertible Preferred Stock	⁽⁶⁾	12/17/2018		S			4,745⁽⁶⁾	02/09/2013	02/09/2028	Common Stock $0.01 par value per share	687,907⁽⁶⁾	$1.15	0	I	Omega Capital Partners LP⁽²⁾
Mandatorily Convertible Preferred Stock	⁽⁶⁾	12/17/2018		S			4,745⁽⁶⁾	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	687,907⁽⁶⁾	$1.15	0	I	Omega Capital Investors LP⁽³⁾
Mandatorily Convertible Preferred Stock	⁽⁶⁾	12/17/2018		S			4,745⁽⁶⁾	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	687,907⁽⁶⁾	$1.15	0	I	Omega Overseas Partners Ltd⁽⁴⁾
Mandatorily Convertible Preferred Stock	⁽⁶⁾	12/17/2018		S			9,415⁽⁶⁾	02/09/2018	02/09/2028	Common Stock $0.01 par value per share	1,364,940⁽⁶⁾	$1.15	0	I	Omega Credit Opportunities Master Fund⁽⁵⁾

Explanation of Responses:

1. The securities are held in the account of Omega Equity Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

2. The securities are held in the account of Omega Capital Partners, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

3. The securities are held in the account of Omega Capital Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

4. The securities are held in the account of Omega Overseas Partners Ltd, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

5. The securities are held in the account of Omega Credit Opportunities Master Fund L.P., a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

6. Convertible based upon a conversion multiple of 114.9750 as disclosed in Exhibit 3.1 to the Issuer's Form 8-K filed on February 13, 2018.

	/s/ Edward Levy, Atty In Fact, POA on file	12/18/2018
	** 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.
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Cooperman Leon G Form 4DITECH HOLDING / LEON G COOPERMAN ownership change