SEC Form 4/A · accession 0000921895-18-003074
DITECH HOLDING Corp · DHCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Baker Street Capital Management, LLC
10% Owner
Vadim Perelman
10% Owner
Baker Street Capital L.P.
10% Owner
Baker Street Capital GP, LLC
10% Owner
Period of report
Feb 9, 2018
Accepted (ET)
Nov 15, 2018 · 6:20 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,F5 | holding | — | — | — | 416,785 | I | By: Baker Street Capital L.P. | |
| Common StockF1,F3,F6 | holding | — | — | — | 76,896 | I | By: Baskerville SPV, L.P. | |
| Common StockF1,F4 | holding | — | — | — | 7,283 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A WarrantsF2,F5 | $20.63 | Feb 9, 2018 | A | 710,074 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 710,074 | 710,074 | I |
| Series B WarrantsF2,F5 | $28.25 | Feb 9, 2018 | A | 563,429 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 563,429 | 563,429 | I |
| Series A WarrantsF3,F6 | $20.63 | Feb 9, 2018 | A | 131,009 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 131,009 | 131,009 | I |
| Series A WarrantsF4 | $20.63 | Feb 9, 2018 | A | 12,449 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 12,449 | 12,449 | D |
| Series B WarrantsF4 | $28.25 | Feb 9, 2018 | A | 9,878 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 9,878 | 9,878 | D |
Explanation of responses
- F1This amended Form 4 is filed jointly by Baker Street Capital L.P. ("BSC LP"), Baskerville SPV, L.P. ("Baskerville SPV"), Baker Street Capital GP, LLC ("BSC GP"), Baker Street Capital Management, LLC ("Baker Street Capital Management") and Vadim Perelman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F2With respect to BSC LP, the original Form 4 overstated its ownership (i) of Common Stock by 57 shares, (ii) its ownership of Series A Warrants by 97 warrants and (iii) its ownership of Series B Warrants by 77 warrants, and such ownership was also overstated on a Form 4 filed on May 18, 2018.
- F3With respect to Baskerville SPV, the original Form 4 (i) overstated its ownership of Common Stock by 1 share and (ii) understated its ownership of Series A Warrants by 1 warrant, and such ownership was also overstated and understated on a Form 4 filed on May 18, 2018.
- F4With respect to Mr. Perelman, the original Form 4 overstated his ownership (i) of Common Stock by 31 shares, (ii) his ownership of Series A Warrants by 12 warrants and (iii) his ownership of Series B Warrants by 9 warrants, and such ownership was also overstated on a Form 4 filed on May 18, 2018.
- F5Represents securities owned directly by BSC LP. BSC GP, as the general partner of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Baker Street Capital Management, as the investment manager of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by BSC LP.
- F6Represents securities owned directly by Baskerville SPV. BSC GP, as the general partner of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Baker Street Capital Management, as the investment manager of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by Baskerville SPV.