Sec Form 4 Filing - First Pacific Advisors, LP @ DITECH HOLDING Corp - 2018-10-17

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 First Pacific Advisors, LP 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) (Last) (First) (Middle) 11601 WILSHIRE BLVD., SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2018 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/17/2018 S 284 D $ 3.25 249,288 I See Footnotes ( 1 ) ( 2 ) Common Stock 9,273 I See Footnotes ( 3 ) ( 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other First Pacific Advisors, LP 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA90025 X FPA FUNDS TRUST 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA90025 X ATWOOD J RICHARD 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA90025 X ROMICK STEVEN T 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA90025 X Selmo Brian A. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA90025 X Landecker Mark 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA90025 X Signatures FIRST PACIFIC ADVISORS, LP, Name: /s/ J. Richard Atwood, Title: Director of General Partner 10/19/2018 Signature of Reporting Person Date FPA CRESCENT FUND, A SERIES OF FPA FUNDS TRUST, Name: /s/ J. Richard Atwood, Title: President 10/19/2018 Signature of Reporting Person Date J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood 10/19/2018 Signature of Reporting Person Date STEVEN T. ROMICK, Name: /s/ Steven T. Romick 10/19/2018 Signature of Reporting Person Date BRIAN A. SELMO, Name: /s/ Brian A. Selmo 10/19/2018 Signature of Reporting Person Date MARK LANDECKER, Name: /s/ Mark Landecker 10/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities of Ditech Holding Corporation (the "Issuer") held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). First Pacific Advisors, LP ("FPA") is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a director and officer of the general partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and a director and officer of the general partner of FPA. Messrs. Brian A. Selmo and Mark Landecker may be deemed to share voting and/or investment power over securities of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund. ( 2 )(Continued from Footnote 1) FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund. ( 3 )Securities of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as the investment adviser to and manager of FPA Value Partners. In addition, Mr. Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. Mr. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as Portfolio Manager of such fund. FPA and Messrs. ( 4 )(Continued from Footnote 3) Atwood, Romick and Selmo may be deemed to have a pecuniary interest in a portion of the securities held directly by FPA Value Partners due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such fund. Each of FPA and Messrs. Atwood, Romick and Selmo disclaims beneficial ownership of securities of the Issuer held directly by FPA Value Partners except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick or Selmo is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks: First Pacific Advisors, LP ("FPA") may be deemed to exercise voting and/or investment power over securities of Ditech Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts.

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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