SEC Form 4 · accession 0001062993-18-002550
DITECH HOLDING Corp · DHCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 8, 2018
Accepted (ET)
Jun 11, 2018 · 5:57 pm EDT
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 StockF2,F4 | Jun 8, 2018 | J | 170,676 | $0.00 | D | 0 | I | By Walloon BRC, LP |
| Common Stock | holding | — | — | — | 38,620 | D | ||
| Common StockF1,F2,F3,F4 | holding | — | — | — | 55,446 | I | By Birch Run Capital Partners, LP |
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,F4 | $20.63 | Jun 8, 2018 | J | 290,780 | D | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 290,780 | 0 | I |
| Series B WarrantsF2,F4 | $28.25 | Jun 8, 2018 | J | 230,728 | D | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 230,728 | 0 | I |
| Series A Warrants | $20.63 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 12,208 | 12,208 | D |
| Series B Warrants | $28.25 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 9,687 | 9,687 | D |
| Series A WarrantsF2,F3,F4,F1 | $20.63 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 94,463 | 94,463 | I |
| Series B WarrantsF2,F3,F4,F1 | $28.25 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 74,955 | 74,955 | I |
Explanation of responses
- F1These securities are held directly by Birch Run Capital Partners, L.P. As of the date of this filing: Birch Run Capital Partners, L.P. directly holds 55,446 shares of Common Stock, 94,463 Series A Warrants, and 74,955 Series B Warrants.
- F2Birch Run Capital GP, L.L.C. serves as the General Partner to Birch Run Capital Partners, L.P., and Walloon BRC GP, L.L.C. serves as the General Partner to Walloon BRC, L.P. (each a "General Partner and collectively, "the General Partners"). Daniel Beltzman and Gregory Smith are the Co-Managing Members of the General Partners. As owners of the General Partner to Birch Run Capital Partners, L.P., Messrs. Beltzman and Smith may share in an allocation of the profits. See Footnote (5) below for a discussion of potential pecuniary interest in Walloon BRC, L.P.
- F3Birch Run Capital Advisors, L.P. (the "Adviser") serves as the Investment Adviser to Birch Run Capital Partners, L.P (the "Fund"). Pursuant to a management agreement among the Adviser, the Fund and Birch Run Capital GP, L.L.C., the Adviser has complete and unlimited discretion and authority with respect to the Fund's investments and voting power over investments. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Fund. BRC Advisors GP, L.L.C. ("Adviser GP") is the General Partner to the Adviser. Daniel Beltzman and Gregory Smith are the Limited Partners of the Adviser and the Co-Managing Members of the Adviser GP. The Adviser, the Adviser GP, Daniel Beltzman and Gregory Smith may be deemed to share voting and dispositive power over the reported securities.
- F4Each of the Advisor, the Adviser GP, Daniel Beltzman, and Gregory Smith disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F5On June 8, 2018, Walloon BRC GP, L.L.C. elected to liquidate Walloon BRC, L.P., by distributing 160,676 shares of Common Stock, 290,780 Series A Warrants and 230,728 Series B Warrants, to each of its limited partners, on a pro rata, in kind basis, without consideration. Due to the high water mark applicable to the general partner at the time of the distribution, it did not hold any pecuniary interest in Walloon BRC, L.P., prior to (or after) the in kind, pro rata distribution.
Remarks
As disclosed in the Schedule 13D filed on June 11, 2018, the Adviser, Pike BRC GP, L.L.C., Daniel Beltzman and Gregory Smith no longer manage Pike BRC, .LP. as Pike BRC GP, L.L.C. relinquished its entire general partnership interest to the partnership for no consideration.