Cooperman Leon G Form 3 DITECH HOLDING / LEON G COOPERMAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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 FL 33496

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2018

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	38,584	I	Omega Capital Partners L.P.(1)
Common Stock	22,449	I	Omega Equity Investors L.P.(2)
Common Stock	10,084	I	Omega Capital Investors L.P.(3)
Common Stock	18,678	I	Omega Overseas Partners Ltd.(4)
Common Stock	50,852	I	Omega Credit Opportunities Master Fund L.P.(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	65,736	20.63	I	Omega Capital Partners L.P.(1)
Series A Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	38,246	20.63	I	Omega Equity Investors L.P.(2)
Series A Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	17,181	20.63	I	Omega Capital Investors L.P.(3)
Series A Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	31,822	20.63	I	Omega Overseas Partners Ltd.(4)
Series A Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	86,637	20.63	I	Omega Credit Opportunities Master Fund L.P.(5)
Series B Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	52,160	28.25	I	Omega Capital Partners L.P.(1)
Series B Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	30,347	28.25	I	Omega Equity Investors L.P.(2)
Series B Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	13,632	28.25	I	Omega Capital Investors L.P.(3)
Series B Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	25,250	28.25	I	Omega Overseas Partners Ltd.(4)
Series B Warrants	02/09/2018	02/09/2028	Common Stock, $0.01 par value per share	68,745	28.25	I	Omega Credit Opportunities Master Fund L.P.(5)
Mandatorily Convertible Preferred Stock	02/09/2018	02/09/2023	Common Stock, $0.01 par value per share	686,167	(6)	I	Omega Capital Partners L.P.(1)
Mandatorily Convertible Preferred Stock	02/09/2018	02/09/2023	common Stock, $0.01 par value per share	685,587	(6)	I	Omega Equity Investors L.P.(2)
Mandatorily Convertible Preferred Stock	02/09/2018	02/09/2023	Common Stock, $0.01 par value per share	354,899	(6)	I	Omega Capital Investors L.P.(3)
Mandatorily Convertible Preferred Stock	02/09/2018	02/09/2023	Common Stock, $0.01 par value per share	686,167	(6)	I	Omega Overseas Partners Ltd.(4)
Mandatorily Convertible Preferred Stock	02/09/2018	02/09/2023	Common Stock, $0.01 par value per share	1,364,940	(6)	I	Omega Credit Opportunities Master Fund L.P.(5)

Explanation of Responses:

1. 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 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.

2. 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 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.

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 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.

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 beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities herein 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 144.975 as disclosed in Exhibit 3.1 to the Issuer's Form 8-K filed on February 9, 2018.

	Edward Levy, Atty In Fact, POA on file	02/15/2018
	** Signature of Reporting Person	Date
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