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Filing Details

Accession Number:: 0000899243-18-030441
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-12-07 21:16:55
Reporting Period:: 2018-12-06

Accepted Time:: 2018-12-07 21:16:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1040719	Ditech Holding Corp	DHCP	Mortgage Bankers & Loan Correspondents (6162)	133950486

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1186259	T Steven Romick	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1192887	Richard J Atwood	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1377581	First Pacific Advisors, Lp	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1450268	A. Brian Selmo	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1573341	Fund Partners Value Fpa	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2018-12-06	9,273	$0.10	0	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Mandatorily Convertible Preferred Stock	Disposition	2018-12-06	185	$2.70	21,270	$114.98

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	8,401	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Mandatorily Convertible Preferred Stock	$114.98			1,144,001	9,950	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,144,001	9,950	Indirect

Footnotes

Securities of Ditech Holding Corporation (the "Issuer") held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). First Pacific Advisors, LP ("FPA") serves as manager of and investment adviser to FPA Value Partners. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as the investment adviser to and manager of FPA Value Partners. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA.
(Continued from Footnote 1) Mr. Brian Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as Portfolio Manager of such fund. FPA and Messrs. Atwood, Romick and Selmo may be deemed to have a pecuniary interest in a portion of the securities held directly by FPA Value Partners due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such fund. Each of FPA and Messrs.
(Continued from Footnote 2) Atwood, Romick and Selmo disclaims beneficial ownership of securities of the Issuer held directly by FPA Value Partners except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick or Selmo is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Securities of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a director and officer of the general partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and a director and officer of the general partner of FPA.
(Continued from Footnote 4) Messrs. Selmo and Mark Landecker may be deemed to share voting and/or investment power over securities of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund. FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund.
The Mandatorily Convertible Preferred Stock is immediately convertible and does not expire. Each share of Mandatorily Convertible Preferred Stock is convertible to common stock at a rate of 114.975 shares of common stock per share of Mandatorily Convertible Preferred Stock. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) at any time following one year after February 9, 2018, the time that the volume weighted average pricing of the common stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to $8.6975.
Represents 185 shares of Mandatorily Convertible Preferred Stock on an as-converted basis.
Represents 9,950 shares of Mandatorily Convertible Preferred Stock on an as-converted basis.