Sec Form 4 Filing - Beltzman Daniel Gordon @ DITECH HOLDING Corp - 2018-06-08

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
Beltzman Daniel Gordon
2. Issuer Name and Ticker or Trading Symbol
DITECH HOLDING Corp [ DHCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1350 BROADWAY, SUITE 2215
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2018
(Street)
NEW YORK, NY10018
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 38,620 D
Common Stock 55,446 ( 1 ) I By Birch Run Capital Partners, LP ( 2 ) ( 3 ) ( 4 )
Common Stock 06/08/2018 J( 5 ) 170,676 D $ 0 0 I By Walloon BRC, LP ( 2 ) ( 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 02/09/2028 Common Stock 12,208 12,208 D
Series B Warrants $ 28.25 02/09/2018 02/09/2028 Common Stock 9,687 9,687 D
Series A Warrants $ 20.63 02/09/2018 02/09/2028 Common Stock 94,463 ( 1 ) 94,463 I By Birch Run Capital Partners, LP ( 2 ) ( 3 ) ( 4 )
Series B Warrants $ 28.25 02/09/2018 02/09/2028 Common Stock 74,955 ( 1 ) 74,955 I By Birch Run Capital Partners, LP ( 2 ) ( 3 ) ( 4 )
Series A Warrants $ 20.63 06/08/2018 J( 5 ) 290,780 02/09/2018 02/09/2028 Common Stock 290,780 $ 0 0 I By Walloon BRC, LP ( 2 ) ( 4 )
Series B Warrants $ 28.25 06/08/2018 J( 5 ) 230,728 02/09/2018 02/09/2028 Common Stock 230,728 $ 0 0 I By Walloon BRC, LP ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Beltzman Daniel Gordon
1350 BROADWAY
SUITE 2215
NEW YORK, NY10018
X
Smith Gregory Howard
1350 BROADWAY
SUITE 2215
NEW YORK, NY10018
Director by Deputization
Birch Run Capital Advisors, LP
1350 BROADWAY
SUITE 2215
NEW YORK, NY10018
Director by Deputization
BRC Advisors GP, LLC
1350 BROADWAY
SUITE 2215
NEW YORK, NY10018
Director by Deputization
Signatures
/s/ Daniel Beltzman 06/11/2018
Signature of Reporting Person Date
/s/ Gregory Smith 06/11/2018
Signature of Reporting Person Date
Birch Run Capital Advisors, L.P. By: BRC Advisors GP, L.L.C., its general partner, Name: Caren E. Abramovich Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich 06/11/2018
Signature of Reporting Person Date
BRC Advisors GP, L.L.C., Name: Caren E. Abramovich, Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich 06/11/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held directly by Birch Run Capital Partners, L.P. As of the date of this filing: Birch Run Capital Partners, L.P. directly holds 55,446 shares of Common Stock, 94,463 Series A Warrants, and 74,955 Series B Warrants.
( 2 )Birch Run Capital GP, L.L.C. serves as the General Partner to Birch Run Capital Partners, L.P., and Walloon BRC GP, L.L.C. serves as the General Partner to Walloon BRC, L.P. (each a "General Partner and collectively, "the General Partners"). Daniel Beltzman and Gregory Smith are the Co-Managing Members of the General Partners. As owners of the General Partner to Birch Run Capital Partners, L.P., Messrs. Beltzman and Smith may share in an allocation of the profits. See Footnote (5) below for a discussion of potential pecuniary interest in Walloon BRC, L.P.
( 3 )Birch Run Capital Advisors, L.P. (the "Adviser") serves as the Investment Adviser to Birch Run Capital Partners, L.P (the "Fund"). Pursuant to a management agreement among the Adviser, the Fund and Birch Run Capital GP, L.L.C., the Adviser has complete and unlimited discretion and authority with respect to the Fund's investments and voting power over investments. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Fund. BRC Advisors GP, L.L.C. ("Adviser GP") is the General Partner to the Adviser. Daniel Beltzman and Gregory Smith are the Limited Partners of the Adviser and the Co-Managing Members of the Adviser GP. Th e Adviser, the Adviser GP, Daniel Beltzman and Gregory Smith may be deemed to share voting and dispositive power over the reported securities.
( 4 )Each of the Advisor, the Adviser GP, Daniel Beltzman, and Gregory Smith disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
( 5 )On June 8, 2018, Walloon BRC GP, L.L.C. elected to liquidate Walloon BRC, L.P., by distributing 160,676 shares of Common Stock, 290,780 Series A Warrants and 230,728 Series B Warrants, to each of its limited partners, on a pro rata, in kind basis, without consideration. Due to the high water mark applicable to the general partner at the time of the distribution, it did not hold any pecuniary interest in Walloon BRC, L.P., prior to (or after) the in kind, pro rata distribution.

Remarks:
As disclosed in the Schedule 13D filed on June 11, 2018, the Adviser, Pike BRC GP, L.L.C., Daniel Beltzman and Gregory Smith no longer manage Pike BRC, .LP. as Pike BRC GP, L.L.C. relinquished its entire general partnership interest to the partnership for no consideration.

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