Sec Form 4 Filing - Messina Glen A. @ PHH CORP - 2014-07-23

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 Messina Glen A. 2. Issuer Name and Ticker or Trading Symbol PHH CORP [ PHH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O PHH CORPORATION, 3000 LEADENHALL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2014 (Street) MOUNT LAUREL, NJ08054 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 Common Stock 07/23/2014 D 53,602 D 38,556 D Common Stock 08/13/2014 M 37,365 A $ 20 75,921 D Common Stock 08/13/2014 S 34,756 D $ 23.2773 ( 2 ) 41,165 D Common Stock 08/13/2014 M 5,612 A $ 20 46,777 D Common Stock 08/13/2014 S 5,206 D $ 23.4916 ( 3 ) 41,571 D Common Stock 08/13/2014 M 21,555 A $ 20 63,126 D Common Stock 08/13/2014 S 20,000 D $ 23.3995 ( 4 ) 43,126 D Common Stock 08/13/2014 M 16,978 A $ 18.53 60,104 D Common Stock 08/13/2014 S 15,244 D $ 23.2773 ( 5 ) 44,860 D Common Stock 08/13/2014 M 55,840 A $ 18.53 100,700 D Common Stock 08/13/2014 S 50,000 D $ 23.4168 ( 6 ) 50,700 D

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 Non-Qualified Stock Options (right to buy) $ 18.53 08/13/2014 M 16,978 ( 7 ) 07/28/2021 Common Stock 16,978 $ 0 55,840 D Non-Qualified Stock Options (right to buy) $ 18.53 08/13/2014 M 55,840 ( 7 ) 07/28/2021 Common Stock 55,840 $ 0 0 D Employee Stock Options (right to buy) $ 20 08/13/2014 M 37,365 12/31/2013 11/14/2021 Common Stock 37,365 $ 0 27,167 D Employee Stock Options (right to buy) $ 20 08/13/2014 M 5,612 12/31/2013 11/14/2021 Common Stock 5,612 $ 0 21,555 D Employee Stock Options (right to buy) $ 20 08/13/2014 M 21,555 12/31/2013 11/14/2021 Common Stock 21,555 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Messina Glen A. C/O PHH CORPORATION 3000 LEADENHALL ROAD MOUNT LAUREL, NJ08054 X President and CEO Signatures William F. Brown, Attorney-in-Fact 08/15/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Previously reported shares of common stock underlying unvested restricted stock units ("RSUs") have become subject to settlement solely in cash in accordance with the terms of the award. Settlement of any unvested portion of the RSUs will occur upon the earlier of (a) the reporting person's termination of employment (i) by PHH Corporation or its affiliates without cause (as defined under the terms of the award), (ii) due to the reporting person's resignation for good reason (as defined in the award), or (iii) due to the reporting person's retirement (as defined in the award), or (b) the applicable vesting dates of the underlying RSUs, in which case, 40% of the RSUs are scheduled to vest and settle in cash on May 27, 2015, and 60% of such RSUs are scheduled to vest and settle in cash on November 27, 2016. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.1900 to $23.4950, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.4700 to $23.5000, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.2800 to $23.4700, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.1900 to $23.4950, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.3500 to $23.5550, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 7 )61,667 stock options vested and became exercisable on July 28, 2012, 61,667 stock options vested and became exercisable on July 28, 2013, and 61,666 stock options vested and became exercisable on July 28, 2014; in each case, vesting and ability to exercise was subject to Mr. Messina's continued employment with PHH Corporation.

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).

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