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Sec Form 4 Filing - Perelman Vadim @ DITECH HOLDING Corp - 2018-02-09

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Perelman Vadim
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)
1875 CENTURY PARK EAST, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2018
(Street)
LOS ANGELES, CA90067
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 ( 1 ) 7,314 ( 2 ) D
Common Stock ( 1 ) 416,842 ( 2 ) I By: Baker Street Capital L.P. ( 3 )
Common Stock ( 1 ) 76,897 ( 2 ) I By: Baskerville SPV, L.P. ( 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
Series A Warrants $ 20.63 02/09/2018 A( 2 ) 12,461 02/09/2018 02/09/2028 Common Stock 12,461 $ 0 12,461 D
Series B Warrants $ 28.25 02/09/2018 A( 2 ) 9,887 02/09/2018 02/09/2028 Common Stock 9,887 $ 0 9,887 D
Series A Warrants $ 20.63 02/09/2018 A( 2 ) 710,171 02/09/2018 02/09/2028 Common Stock 710,171 $ 0 710,171 I By: Baker Street Capital L.P. ( 3 )
Series B Warrants $ 28.25 02/09/2018 A( 2 ) 563,506 02/09/2018 02/09/2028 Common Stock 563,506 $ 0 563,506 I By: Baker Street Capital L.P. ( 3 )
Series A Warrants $ 20.63 02/09/2018 A( 2 ) 131,008 02/09/2018 02/09/2028 Common Stock 131,008 $ 0 131,008 I By: Baskerville SPV, L.P. ( 4 )
Series B Warrants $ 28.25 02/09/2018 A( 2 ) 103,952 02/09/2018 02/09/2028 Common Stock 103,952 $ 0 103,952 I By: Baskerville SPV, L.P. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Perelman Vadim
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA90067
X
Baker Street Capital Management, LLC
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA90067
X
Baker Street Capital GP, LLC
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA90067
X
Baker Street Capital L.P.
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA90067
X
Baskerville SPV, L.P.
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA90067
See Footnote 1
Signatures
By: /s/ Vadim Perelman 02/13/2018
** Signature of Reporting Person Date
Baker Street Capital Management, LLC; By: /s/ Vadim Perelman, Managing Member 02/13/2018
** Signature of Reporting Person Date
Baker Street Capital GP, LLC; By: /s/ Vadim Perelman, Managing Member 02/13/2018
** Signature of Reporting Person Date
Baker Street Capital L.P.; By: /s/ Vadim Perelman, Managing Member of its General Partner 02/13/2018
** Signature of Reporting Person Date
Baskerville SPV, L.P.; By /s/ Vadim Perelman, Managing Member of its General Partner 02/13/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Baker Street Capital L.P. ("BSC LP"), Baskerville SPV, L.P. ("Baskerville SPV"), Baker Street Capital GP, LLC ("BSC GP"), Baker Street Capital Management, LLC ("Baker Street Capital Management") and Vadim Perelman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 2 )On February 9, 2018 (the "Effective Date"), the Issuer's Amended Prepackaged Plan of Reorganization (the "Plan") became effective, and the Issuer emerged from bankruptcy proceedings. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share ("Old Common Stock") and all rights of any holder in respect thereof were cancelled and extinguished. Pursuant to the Plan, on the Effective Date, each holder of Old Common Stock (including the Reporting Persons) received, in respect of one share of Old Common Stock (i) 0.05689208 shares of new common stock, par value $0.01 per share ("Common Stock"), (ii) 0.09692659 Series A Warrants to purchase an equivalent number of shares of Common Stock, and 0.07690920 Series B Warrants to purchase an equivalent number of shares of Common Stock, in all cases, subject to rounding with no fractional shares or warrants issuable. Such transaction was involuntary and in accordance with the terms of the Plan.
( 3 )Represents securities owned directly by BSC LP. BSC GP, as the general partner of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Baker Street Capital Management, as the investment manager of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by BSC LP.
( 4 )Represents securities owned directly by Baskerville SPV. BSC GP, as the general partner of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Baker Street Capital Management, as the investment manager of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by Baskerville SPV.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.