SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SILVERMAN HENRY R

(Last) (First) (Middle)
REALOGY CORPORATION
1 CAMPUS DRIVE

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REALOGY CORP [ H ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/10/2007 D(1) 2,309,456 D $30 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options(2) $28.2518 04/10/2007 D 176,936 08/01/2006 04/21/2009 Common Stock 176,936 $0 0 D
Employee Stock Options(2) $14.8767 04/10/2007 D 213,997 08/01/2006 01/03/2011 Common Stock 213,997 $0 0 D
Employee Stock Options(2) $31.6104 04/10/2007 D 262,691 08/01/2006 04/30/2007 Common Stock 262,691 $0 0 D
Employee Stock Options(2) $28.2518 04/10/2007 D 604,930 08/01/2006 04/21/2009 Common Stock 604,930 $0 0 D
Employee Stock Options(2) $14.8767 04/10/2007 D 619,994 08/01/2006 01/03/2011 Common Stock 619,994 $0 0 D
Employee Stock Options(2) $14.8767 04/10/2007 D 729,743 08/01/2006 01/03/2011 Common Stock 729,743 $0 0 D
Employee Stock Options(2) $34.9295 04/10/2007 D 781,867 08/01/2006 01/13/2010 Common Stock 781,867 $0 0 D
Employee Stock Options(2) $15.5089 04/10/2007 D 989,912 08/01/2006 04/30/2007 Common Stock 989,912 $0 0 D
Employee Stock Options(2) $31.6104 04/10/2007 D 1,979,824 08/01/2006 12/17/2007 Common Stock 1,979,824 $0 0 D
Explanation of Responses:
1. Reporting Person received the right to receive $30 per share in cash or equity, as applicable, on the Transaction Date in accordance with the terms of the Agreement and Plan of Merger, dated as of December 15, 2006, among Domus Holdings Corp., Domus Acquisition Corp. and the Issuer (the "Merger Agreement").
2. All stock options listed in Table II were issued under the 2006 Equity and Incentive Plan pursuant to the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the pro rata distribution of shares of Issuer by Cendant Corporation to its stockholders. All options listed in Table II were fully exercisable. Reporting Person's options were cancelled and converted on the Transaction Date, under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement, into the right to receive a cash payment equal to the number of outstanding shares of Issuer common stock underlying the options multiplied by the amount (if any) by which $30 exceeded the exercise price, without interest and less any applicable withholding taxes. In accordance with the terms of the Merger Agreement, all stock options with an exercise price above the merger consideration of $30 per share were cancelled on the Transaction Date and no payment will be made thereon.
/s/ Seth Truwit, as attorney-in-fact for Henry R. Silverman 04/11/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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