SEC Form 4 · accession 0001209191-15-045000
PHH CORP · PHH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William F Brown
Officer — SVP, GC & Secretary
Period of report
May 18, 2015
Accepted (ET)
May 20, 2015 · 6:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077776
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 18, 2015 | M | 19,320 | $16.548 | A | 94,941 | D | |
| Common StockF1,F2,F3 | May 18, 2015 | S | 14,933 | $27.161 | D | 80,008 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F4 | $16.548 | May 18, 2015 | M | 19,320 | D | — | Mar 24, 2019 | Common Stock | 19,320 | 0 | D |
Explanation of responses
- F1Shares reported in Column 4 were sold to pay the exercise price of the options, certain fees and tax obligations of the reporting person resulting from the exercise of options. The remaining 4,387 shares resulting from the exercise of the options are reflected in Column 5 as securities beneficially owned by the reporting person.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.1500 to $27.2400, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, 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.
- F3Includes 32,120 shares of PHH Corporation common stock underlying unvested restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting.
- F46,440 stock options vested and became exercisable on March 25, 2010, 6,440 stock options vested and became exercisable on March 25, 2011, and 6,440 stock options vested and became exercisable on March 25, 2012; in each case, vesting and ability to exercise was subject to the reporting person's continued employment with PHH Corporation.