SEC Form 3 · accession 0000905148-18-000334
DITECH HOLDING Corp · DHCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Deer Park Road Management GP, LLC
10% Owner
Deer Park Road Corp
10% Owner
Michael David Craig-Scheckman
10% Owner
Scott Edward Burg
10% Owner
AgateCreek LLC
10% Owner
Period of report
Feb 9, 2018
Accepted (ET)
Feb 20, 2018 · 3:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001040719
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 17,538 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Warrant (right to buy)F1,F2 | $20.63 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 29,880 | — | I |
| Series B Warrant (right to buy)F1,F2 | $28.25 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 23,709 | — | I |
| Mandatorily Convertible Preferred StockF1,F2,F3 | $8.6975 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2023 | Common Stock | 926,353 | — | I |
Explanation of responses
- F1These shares of the Issuer's common stock ("Shares") are held for the account of STS Master Fund, Ltd. Deer Park Road Management Company, LP ("Deer Park") serves as investment adviser to STS Master Fund, Ltd.
- F2Deer Park Road Management GP, LLC ("DPRM") is the general partner of Deer Park. Each of Deer Park Road Corporation ("DPRC") and AgateCreek LLC ("AgateCreek") is a member of DPRM. Michael David Craig-Scheckman is the Chief Executive Officer of each of Deer Park and DPRC and the sole owner of DPRC. Scott Edward Burg is the Chief Investment Officer of Deer Park and the sole member of AgateCreek. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3Each share of Mandatorily Convertible Preferred Stock ("Preferred Stock") is convertible into 114.9750 Shares (i) at the election of the holder and (ii) as a class in its entirety, in whole but not in part, at the option of the holders of 66 2/3% of the Preferred Stock then outstanding. The Preferred Stock is also mandatorily convertible at the earliest of (i) February 9, 2023, (ii) at any time following February 9, 2019, the time that the volume weighted average pricing of the Shares 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 (iii) a change of control transaction in which the consideration paid or payable per Share is greater than or equal to $8.6975.