Sec Form 3 Filing - COOPERMAN LEON G @ DITECH HOLDING Corp - 2018-02-09

FORM 3 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 COOPERMAN LEON G 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) ST. ANDREW'S COUNTRY CLUB, 7118 MELROSE CASTLE LANE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2018 (Street) BOCA RATON, FL33496 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 38,584 I Omega Capital Partners L.P. ( 1 ) Common Stock 22,449 I Omega Equity Investors L.P. ( 2 ) Common Stock 10,084 I Omega Capital Investors L.P. ( 3 ) Common Stock 18,678 I Omega Overseas Partners Ltd. ( 4 ) Common Stock 50,852 I Omega Credit Opportunities Master Fund L.P. ( 5 )

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, $0.01 par value per share 65,736 I Omega Capital Partners L.P. ( 1 ) Series A Warrants $ 20.63 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 38,246 I Omega Equity Investors L.P. ( 2 ) Series A Warrants $ 20.63 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 17,181 I Omega Capital Investors L.P. ( 3 ) Series A Warrants $ 20.63 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 31,822 I Omega Overseas Partners Ltd. ( 4 ) Series A Warrants $ 20.63 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 86,637 I Omega Credit Opportunities Master Fund L.P. ( 5 ) Series B Warrants $ 28.25 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 52,160 I Omega Capital Partners L.P. ( 1 ) Series B Warrants $ 28.25 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 30,347 I Omega Equity Investors L.P. ( 2 ) Series B Warrants $ 28.25 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 13,632 I Omega Capital Investors L.P. ( 3 ) Series B Warrants $ 28.25 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 25,250 I Omega Overseas Partners Ltd. ( 4 ) Series B Warrants $ 28.25 02/09/2018 02/09/2028 Common Stock, $0.01 par value per share 68,745 I Omega Credit Opportunities Master Fund L.P. ( 5 ) Mandatorily Convertible Preferred Stock ( 6 ) 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 686,167 I Omega Capital Partners L.P. ( 1 ) Mandatorily Convertible Preferred Stock ( 6 ) 02/09/2018 02/09/2023 common Stock, $0.01 par value per share 685,587 I Omega Equity Investors L.P. ( 2 ) Mandatorily Convertible Preferred Stock ( 6 ) 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 354,899 I Omega Capital Investors L.P. ( 3 ) Mandatorily Convertible Preferred Stock ( 6 ) 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 686,167 I Omega Overseas Partners Ltd. ( 4 ) Mandatorily Convertible Preferred Stock ( 6 ) 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 1,364,940 I Omega Credit Opportunities Master Fund L.P. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COOPERMAN LEON G ST. ANDREW'S COUNTRY CLUB 7118 MELROSE CASTLE LANE BOCA RATON, FL33496 X Signatures Edward Levy, Atty In Fact, POA on file 02/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are held in the account of Omega Capital Partners, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. ( 2 )The securities are held in the account of Omega Equity Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. ( 3 )The securities are held in the account of Omega Capital Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. ( 4 )The securities are held in the account of Omega Overseas Partners Ltd, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities herein shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. ( 5 )The securities are held in the account of Omega Credit Opportunities Master Fund L.P., a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. ( 6 )Convertible based upon a conversion multiple of 144.975 as disclosed in Exhibit 3.1 to the Issuer's Form 8-K filed on February 9, 2018.

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