Sec Form 4 Filing - Esterman Michelle D. @ ALTISOURCE PORTFOLIO SOLUTIONS S.A. - 2024-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Esterman Michelle D.
2. Issuer Name and Ticker or Trading Symbol
ALTISOURCE PORTFOLIO SOLUTIONS S.A. [ ASPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O ALTISOURCE PORTFOLIO SOLUTIONS S.A., 33, BOULEVARD PRINCE HENRI
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2024
(Street)
LUXEMBOURG, N4L-1724
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Share Units ( 1 ) $ 0 02/20/2024 A 57,139 ( 2 ) ( 2 ) ( 2 ) Common Stock 57,139 $ 0 57,139 D
Restricted Share Units ( 1 ) $ 0 02/20/2024 A 19,072 ( 3 ) ( 4 ) ( 4 ) Common Stock 19,072 $ 0 19,072 D
Restricted Share Units ( 1 ) $ 0 02/20/2024 A 19,072 ( 5 ) ( 6 ) ( 6 ) Common Stock 19,072 $ 0 19,072 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Esterman Michelle D.
C/O ALTISOURCE PORTFOLIO SOLUTIONS S.A.
33, BOULEVARD PRINCE HENRI
LUXEMBOURG, N4L-1724
Chief Financial Officer
Signatures
/s/ Teresa L. Szupello, Attorney-in-Fact 02/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted share unit ("RSU") represents a contingent right to receive one share of Altisource Portfolio Solutions S.A. ("ASPS") common stock.
( 2 )Ms. Esterman was granted 57,139 RSUs based on the 30-day average closing share price of ASPS common stock preceding the grant date of February 20, 2024. The RSUs were granted to Ms. Esterman as annual incentive compensation for the 2023 service year ("2023 Annual Incentive Compensation") based upon the Board approved bonus pool funding level and her personal scorecard performance. Altisource determined to pay 100% of the 2023 Annual Incentive Compensation in RSUs; 80% of the RSUs will vest on the first anniversary of the February 20, 2024 grant date (i.e., February 20, 2025) and the remaining 20% of the RSUs will vest on the second anniversary of the grant date (i.e., February 20, 2026).
( 3 )On February 20, 2024, Ms. Esterman was granted 19,072 time-based RSUs under the Altisource 2024 Long Term Incentive Plan ("LTIP").
( 4 )The time-based RSUs are scheduled to vest in three equal installments on the first three anniversaries of the grant date (i.e., February 20, 2025; February 20, 2026 and February 20, 2027).
( 5 )On February 20, 2024, Ms. Esterman was granted 19,072 performance-based RSUs under the Altisource 2024 LTIP.
( 6 )The performance-based RSUs vest following the third anniversary of the Grant Date (i.e., February 20, 2027) subject to the level of achievement described herein. The number of performance-based RSUs that will vest is based on (i) Company performance against designated financial metrics, as established by the Compensation Committee, for each year during the 2024 - 2026 performance period (the "Performance Period") (which performance may increase or decrease the number of RSUs), and (ii) Total Shareholder Return compared to the Russell 2000 Index over the Performance Period (which performance may further increase or decrease the number of RSUs).

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