SEC Form 4 · accession 0001209191-15-056870
PHH CORP · PHH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert B Crowl
Officer — EVP & CFO
Period of report
Jun 24, 2015
Accepted (ET)
Jun 26, 2015 · 5:18 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 StockF1 | Jun 24, 2015 | M | 4,079 | $0.00 | A | 108,890 | D | |
| Common StockF2,F3 | Jun 24, 2015 | F | 1,402 | $26.96 | D | 107,488 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RSUsF1 | — | Jun 24, 2015 | M | 4,079 | D | — | Jun 6, 2015 | Common Stock | 4,079 | 0 | D |
Explanation of responses
- F1Each Performance Restricted Stock Unit ("PRSU") represented a contingent right to receive one share of PHH Corporation common stock upon PHH Corporation's Human Capital & Compensation Committee's (the "HC&CC") determination that the average of PHH Corporation's common stock price for the 90-day period prior to and including June 6, 2015 equaled or exceeded a targeted performance level in accordance with the terms of the Reporting Person's Performance Restricted Stock Unit award, as previously reported on Form 4 filed on June 8, 2012. On June 24, 2015, PHH Corporation's HC&CC certified its determination that the average of PHH Corporation's common stock price for the 90-day period prior to and including June 6, 2015 equaled or exceeded $25.00 per share, but was less than $30.00 per share, such that one-third of the PRSU's vested in accordance with the terms of the Reporting Person's Performance Restricted Stock Unit award.
- F2Represents shares withheld to pay taxes on vested Performance Restricted Stock Units.
- F3Includes 101,647 shares of PHH Corporation common stock underlying unvested restricted stock units. Each restricted stock unit represents the right to receive one share or the fair market value of one share of common stock upon vesting.