Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Oct 30, 2018	S	204	$1.22	D	54,772	I	See Footnotes
Common Stock^F3,F1,F2	Oct 31, 2018	S	15,166	$1.5262	D	39,606	I	See Footnotes
Common Stock^F4,F5	holding	—	—		—	9,273	I	See Footnotes

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Securities of Ditech Holding Corporation (the "Issuer") held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). First Pacific Advisors, LP ("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. J. Richard 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. Steven T. 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. Messrs. Brian A.
F2(Continued from Footnote 1) 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.
F3The sale price for the common stock of the Issuer reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.285 to $1.935, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4Securities of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). 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. 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. 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. Mr. 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.
F5(Continued from Footnote 4) 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. 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.

Remarks

First Pacific Advisors, LP ("FPA") may be deemed to exercise voting and/or investment power over securities of Ditech Holding Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts.