Sec Form 4 Filing - Kelleher Kevin J @ REALOGY HOLDINGS CORP. - 2013-11-26

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 Kelleher Kevin J 2. Issuer Name and Ticker or Trading Symbol REALOGY HOLDINGS CORP. [ RLGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres/CEO, Cartus Corporation (Last) (First) (Middle) C/O REALOGY HOLDINGS CORP., 175 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2013 (Street) MADISON, NJ07940 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, $0.01 par value 11/26/2013 M 18,000 A $ 27 68,616 D Common Stock, $0.01 par value 11/26/2013 S( 1 ) 18,000 D $ 47.9265 ( 2 ) 50,616 D Common Stock, $0.01 par value 11/26/2013 M 1,980 A $ 22.25 52,596 D Common Stock, $0.01 par value 11/26/2013 S( 1 ) 1,980 D $ 47.9265 ( 2 ) 50,616 D Common Stock, $0.01 par value 11/26/2013 M 12,600 A $ 20.75 63,216 D Common Stock, $0.01 par value 11/26/2013 S( 1 ) 12,600 D $ 47.9265 ( 2 ) 50,616 D Common Stock, $0.01 par value 11/26/2013 M 6,500 A $ 17.5 57,116 D Common Stock, $0.01 par value 11/26/2013 S( 1 ) 6,500 D $ 47.9265 ( 2 ) 50,616 D Common Stock, $0.01 par value 11/26/2013 M 3,734 A $ 22 54,350 D Common Stock, $0.01 par value 11/26/2013 S( 1 ) 3,734 D $ 47.9265 ( 2 ) 50,616 D Common Stock, $0.01 par value 11/26/2013 M 2,201 A $ 17.5 52,817 D Common Stock, $0.01 par value 11/26/2013 S( 1 ) 2,201 D $ 47.9265 ( 2 ) 50,616 D Common Stock, $0.01 par value 11/26/2013 M 1,198 A $ 33.5 51,814 D Common Stock, $0.01 par value 11/26/2013 S( 1 ) 1,198 D $ 47.9265 ( 2 ) 50,616 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 Employee Stock Option (right to buy) $ 27 11/26/2013 M 18,000 10/10/2013( 3 ) 10/10/2022 Common Stock, $0.01 par value 72,000 $ 0 54,000 D Employee Stock Option (right to buy) $ 22.25 11/26/2013 M 1,980 10/12/2013( 4 ) 10/15/2018 Common Stock, $0.01 par value 2,970 $ 0 990 D Employee Stock Option (right to buy) $ 20.75 11/26/2013 M 12,600 07/01/2011( 5 ) 11/09/2020 Common Stock, $0.01 par value 16,800 $ 0 4,200 D Employee Stock Option (right to buy) $ 17.5 11/26/2013 M 6,500 04/30/2013( 6 ) 04/30/2022 Common Stock, $0.01 par value 26,000 $ 0 19,500 D Employee Stock Option (right to buy) $ 22 11/26/2013 M 3,734 10/12/2013( 7 ) 04/17/2019 Common Stock, $0.01 par value 5,601 $ 0 1,867 D Employee Stock Option (right to buy) $ 17.5 11/26/2013 M 2,201 10/12/2013( 8 ) 10/16/2019 Common Stock, $0.01 par value 6,603 $ 0 4,402 D Employee Stock Option (right to buy) $ 33.5 11/26/2013 M 1,198 10/15/2013( 9 ) 04/15/2020 Common Stock, $0.01 par value 3,592 $ 0 2,394 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kelleher Kevin J C/O REALOGY HOLDINGS CORP. 175 PARK AVENUE MADISON, NJ07940 Pres/CEO, Cartus Corporation Signatures /s/ Seth I. Truwit, as attorney-in-fact for Kevin J. Kelleher 11/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A portion of the proceeds from the sale were used to pay the exercise price of stock options, pursuant to a broker-assisted cashless exercise, and applicable withholding taxes. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.005 to $47.8320 inclusive. The reporting person undertakes to provide Realogy Holdings Corp., any security holder of Realogy Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in this footnote (2). ( 3 )Options become exercisable in four equal annual installments (subject to continued employment), which commenced on October 10, 2013 (one year from the date of grant). ( 4 )Options vest in three equal annual installments (subject to continued employment) beginning April 16, 2012 (one year from the date of grant), but vested options did not become exercisable until October 12, 2013. ( 5 )Options become exercisable in four equal annual installments (subject to continued employment), which commenced on July 1, 2011. ( 6 )Options become exercisable in four equal annual installments (subject to continued employment), which commenced on April 30, 2013 (one year from the date of grant). ( 7 )Options vest in three equal annual installments (subject to continued employment), which commenced October 17, 2012 (one year from the date of grant), but vested options did not become exercisable until October 12, 2013. ( 8 )Options vest in three equal annual installments (subject to continued employment), which commenced April 16, 2013 (one year from the date of grant), but vested options did not become exercisable until October 12, 2013. ( 9 )Options vest in three equal annual installments (subject to continued employment), which commenced October 15, 2013 (one year from the date of grant).

Remarks: Exhibit 24.1 - Power of Attorney of Kevin J. Kelleher.* *Previously filed.

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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