SEC Form 4 · accession 0000921895-16-003758
ONITY GROUP INC. · ONIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
KINGSTOWN CAPITAL PARTNERS, LLC
10% Owner
Guy Shanon
10% Owner
Michael Blitzer
10% Owner
KINGSTOWN CAPITAL MANAGEMENT L.P.
10% Owner
KINGSTOWN MANAGEMENT GP LLC
10% Owner
Kingstown Partners Master Ltd.
10% Owner
Ktown, LP
10% Owner
Kingstown Partners II, L.P.
10% Owner
Period of report
Mar 1, 2016
Accepted (ET)
Mar 17, 2016 · 8:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000873860
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Total Return SwapF1,F5,F2,F8 | $8.0053 | Mar 1, 2016 | S | 1 | D | — | Aug 4, 2017 | Common Stock, $.01 par value | 127,194 | 281,290 | I |
| Cash-Settled Total Return SwapF1,F6,F3,F8 | $7.6299 | Mar 1, 2016 | S | 1 | D | — | Aug 4, 2017 | Common Stock, $.01 par value | 31,823 | 111,853 | I |
| Cash-Settled Total Return SwapF1,F7,F4,F8 | $8.0053 | Mar 1, 2016 | S | 1 | D | — | Aug 4, 2017 | Common Stock, $.01 par value | 35,738 | 48,832 | I |
| Cash-Settled Total Return SwapF1,F5,F2,F8 | $8.0053 | Mar 10, 2016 | S | 1 | D | — | Aug 4, 2017 | Common Stock, $.01 par value | 134,171 | 147,119 | I |
| Cash-Settled Total Return SwapF1,F6,F3,F8 | $7.6299 | Mar 10, 2016 | S | 1 | D | — | Aug 4, 2017 | Common Stock, $.01 par value | 33,579 | 78,274 | I |
| Cash-Settled Total Return SwapF1,F7,F4,F8 | $8.0053 | Mar 10, 2016 | S | 1 | D | — | Aug 4, 2017 | Common Stock, $.01 par value | 37,750 | 11,082 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Kingstown Capital Management L.P. ("Kingstown Capital"), Kingstown Management GP LLC ("Kingstown Management"),Kingstown Capital Partners, LLC ("General Partner"), Kingstown Partners Master Ltd. ("Master Fund"), Kingstown Partners II, L.P. ("Fund II"), Ktown, LP ("Ktown"), Michael Blitzer and Guy Shanon (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 securities 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 securities for purposes of Section 16 or for any other purpose.
- F2Securities owned directly by Master Fund. Kingstown Capital is the investment manager of Master Fund. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Master Fund.
- F3Securities owned directly by Fund II. General Partner is the general partner of Fund II. Kingstown Capital is the investment manager of Fund II. KingstownManagement is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Fund II.
- F4Securities owned directly by Ktown. General Partner is the general partner of Ktown. Kingstown Capital is the investment manager of Ktown. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Ktown.
- F5Master Fund has entered into certain cash-settled total return swap agreements (the "Master Fund Swap Agreements") with an unaffiliated third party financial institution, which provide Master Fund with economic exposure to an aggregate of 1,169,925 notional shares of Common Stock. The Master Fund Swap Agreements provide Master Fund with economic results that are comparable to the economic results of ownership but do not provide Master Fund with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Master Fund Swap Agreements (the "Master Fund Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Master Fund Subject Shares except to the extent of its, or his pecuniary interest therein.
- F6Fund II has entered into certain cash-settled total return swap agreements (the "Fund II Swap Agreements") with an unaffiliated third party financial institution, which provide Fund II with economic exposure to an aggregate of 293,844 notional shares of Common Stock. The Fund II Swap Agreements provide Fund II with economic results that are comparable to the economic results of ownership but do not provide Fund II with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Fund II Swap Agreements (the "Fund II Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Fund II Subject Shares except to the extent of its, or his pecuniary interest therein.
- F7Ktown has entered into certain cash-settled total return swap agreements (the "Ktown Swap Agreements") with an unaffiliated third party financial institution, which provide Ktown with economic exposure to an aggregate of 330,731 notional shares of Common Stock. The Ktown Swap Agreements provide Ktown with economic results that are comparable to the economic results of ownership but do not provide Ktown with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Ktown Swap Agreements (the "Ktown Subject Shares"). The Reporting Personsexpressly disclaim beneficial ownership of the Ktown Subject Shares except to the extent of its, or his pecuniary interest therein.
- F8Represents the reference price associated with the applicable cash-settled total return swap agreement.