SEC Form 4 · accession 0001209191-18-054218

PHH CORP · PHH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP & CFO

Period of report

Oct 4, 2018

Accepted (ET)

Oct 4, 2018 · 2:18 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 Stock^F1	Oct 4, 2018	D	13,074	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F3,F2	—	Oct 4, 2018	D	10,176	D	Oct 4, 2018	Oct 4, 2018	Common Stock	10,176	0	D

F1On October 4, 2018, Ocwen Financial Corporation, a Florida corporation ("Ocwen"), acquired PHH Corporation (the "Company") pursuant to that certain Agreement and Plan of Merger, dated February 27, 2018 (the "Merger Agreement"), by and among the Company, Ocwen and POMS Corp., a wholly-owned subsidiary of Ocwen. Pursuant to the terms of the Merger Agreement, all of the shares of the Company's outstanding common stock were acquired by Ocwen in a merger of Merger Sub with and into the Company, with the Company surviving the merger and becoming a wholly-owned subsidiary of Ocwen. The acquisition is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2018. Pursuant to the terms of the Merger Agreement, each share of the Company's common stock was converted into the right to receive $11.00 per share in cash.
F2Each restricted stock unit ("RSU") represented the right to receive one share of the Company's common stock.
F3Pursuant to the terms of the Merger Agreement, each then outstanding RSU became fully vested and was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the number of shares of the Company's common stock subject to such unit multiplied by (y) $11.00, less any applicable withholding for taxes.