Sec Form 3 Filing - Hennings Travis W @ Realogy Holdings Corp. - 2012-10-12

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 Hennings Travis W 2. Issuer Name and Ticker or Trading Symbol Realogy Holdings Corp. [ RLGY] 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) C/O REALOGY HOLDINGS CORP., ONE CAMPUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2012 (Street) PARSIPPANY, NJ07054 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 Class A Common Stock, par value $0.01 per share 0 ( 1 ) D Class B Common Stock, par value $0.01 per share 0 ( 1 ) 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

Reporting Owners Reporting Owner Name / A ddress Relationships Director 10% Owner Officer Other Hennings Travis W C/O REALOGY HOLDINGS CORP. ONE CAMPUS DRIVE PARSIPPANY, NJ07054 X Signatures /s/ Seth I. Truwit, Attorney-in-Fact for Travis W. Hennings 10/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Hennings is associated with Apollo Management, L.P. ("Apollo Management") and its affiliated investment managers, including Apollo Management VI, L.P. As the manager of Apollo Investment Fund VI, L.P. and other investment funds that hold shares of common stock of Realogy Holdings Corp. (the "Issuer"), Apollo Management VI, L.P. may be deemed to beneficially own the shares of the Issuer's common stock held by Apollo Investment Fund VI, L.P. and such other investment funds. This report does not include any securities of the Issuer that may be deemed to be beneficially owned by Apollo Management VI, L.P. or any other Apollo investment managers or advisors, and Mr. Hennings disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Hennings is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks: Exhibit 24.1 -- Power of Attorney of Travis W. Hennings

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).

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