Sec Form 4 Filing - Holzer Sunita @ REALOGY HOLDINGS CORP. - 2019-02-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Holzer Sunita
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)
Chief Human Resources Officer
(Last) (First) (Middle)
C/O REALOGY HOLDINGS CORP., 175 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2019
(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 02/28/2019 A 14,338 ( 1 ) A $ 0 36,629 D
Common Stock, $0.01 par value 02/28/2019 F 786 ( 2 ) D $ 13.6 35,843 D
Common Stock, $0.01 par value 03/01/2019 F 997 ( 3 ) D $ 13.38 34,846 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 Options $ 13.6 02/28/2019 A 37,572 02/28/2020( 4 ) 02/28/2029 Common Stock, $0.01 par value 37,572 $ 0 37,572 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Holzer Sunita
C/O REALOGY HOLDINGS CORP.
175 PARK AVENUE
MADISON, NJ07940
Chief Human Resources Officer
Signatures
/s/ Colleen Johnson, as attorney-in-fact for Sunita Holzer 03/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares issuable upon settlement of a restricted stock unit award issued under the 2018 Long Term Incentive Plan.
( 2 )Shares forfeited to satisfy tax withholding obligation upon partial vesting of performance restricted stock unit award.
( 3 )Shares forfeited to satisfy tax withholding obligation upon partial vesting of restricted stock unit award.
( 4 )Options become exercisable in four equal annual installments, commencing on the first anniversary of the grant date.

Remarks:
Exhibit 24.1 - Power of Attorney of Sunita Holzer.* *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).

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.