SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Citadel GP LLC

(Last)

(First)

(Middle)

131 S. DEARBORN STREET, 32ND FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2014

3. Issuer Name and Ticker or Trading Symbol
PHH CORP [ PHH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	54,146	I	See Footnotes⁽¹⁾⁽⁵⁾
Common Stock	1	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	3,862	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock	3,729,193	I	See Footnotes⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Call Option: PHH140816C30 [obligation to sell]	⁽⁶⁾	08/19/2014	Common Stock	55,200	$30	I	See Footnote⁽³⁾
Call Option: PHH140816C25 [option to purchase]	⁽⁶⁾	08/19/2014	Common Stock	16,900	$25	I	See Footnote⁽³⁾
Put Option: PHH140816P20 [option to sell]	⁽⁶⁾	08/19/2014	Common Stock	1,000	$20	I	See Footnote⁽³⁾
Put Option: PHH140816P22.5 [option to sell]	⁽⁶⁾	08/19/2014	Common Stock	7,900	$22.5	I	See Footnote⁽³⁾
Call Option: PHH141122C25 [obligation to sell]	⁽⁶⁾	11/14/2014	Common Stock	23,800	$25	I	See Footnote⁽³⁾
Call Option: PHH140816C22.5 [obligation to sell]	⁽⁶⁾	08/19/2014	Common Stock	900	$22.5	I	See Footnote⁽³⁾
Call Option: PHH140816C20 [obligation to sell]	⁽⁶⁾	08/19/2014	Common Stock	1,000	$20	I	See Footnote⁽³⁾
Call Option: PHH140719C22.5 [option to purchase]	⁽⁶⁾	07/19/2014	Common Stock	2,000	$22.5	I	See Footnote⁽³⁾
Put Option: PHH141122P20 [obligation to purchase]	⁽⁶⁾	11/14/2014	Common Stock	500	$20	I	See Footnote⁽³⁾
Put Option: PHH140719P22.5 [obligation to purchase]	⁽⁶⁾	07/19/2014	Common Stock	3,400	$22.5	I	See Footnote⁽³⁾
Call Option: PHH140719C25 [option to purchase]	⁽⁶⁾	07/19/2014	Common Stock	4,700	$25	I	See Footnote⁽³⁾
Call Option: PHH141122P22.5 [option to purchase]	⁽⁶⁾	11/19/2014	Common Stock	1,800	$22.5	I	See Footnote⁽³⁾
Call Option: PHH141122C30 [option to purchase]	⁽⁶⁾	11/19/2014	Common Stock	2,200	$30	I	See Footnote⁽³⁾
Call Option: PHH140719C30 [obligation to sell]	⁽⁶⁾	07/19/2014	Common Stock	200	$30	I	See Footnote⁽³⁾
Put Option: PHH140719P25 [obligation to purchase]	⁽⁶⁾	07/19/2014	Common Stock	4,100	$25	I	See Footnote⁽³⁾
Call Option: PHH140719C17.5 [option to purchase]	⁽⁶⁾	07/19/2014	Common Stock	1,300	$17.5	I	See Footnote⁽³⁾
Put Option: PHH140816P30 [option to sell]	⁽⁶⁾	08/19/2014	Common Stock	100	$30	I	See Footnote⁽³⁾
Call Option: PHH150220C30 [obligation to sell]	⁽⁶⁾	02/19/2015	Common Stock	500	$30	I	See Footnote⁽³⁾
Call Option: PHH141122C22.5 [option to purchase]	⁽⁶⁾	11/19/2014	Common Stock	700	$22.5	I	See Footnote⁽³⁾
Call Option: PHH141122C25 [option to purchase]	⁽⁶⁾	11/19/2014	Common Stock	2,000,000	$25	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Citadel GP LLC

(Last)

(First)

(Middle)

131 S. DEARBORN STREET, 32ND FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Surveyor Capital Ltd.

(Last)

(First)

(Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GRIFFIN KENNETH C

(Last)

(First)

(Middle)

C/O CITADEL GP LLC

131 S. DEARBORN STREET, 32ND FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This security is owned by Citadel Equity Fund, Ltd. ("CEF").

2. This security is owned by Citadel Global Equities Master Fund Ltd. ("CG").

3. This security is owned by Citadel Securities LLC ("CS").

4. This security is owned by Surveyor Capital Ltd. ("Surveyor").

5. Citadel Advisors LLC ("Citadel Advisors"), a registered investment adviser, is the portfolio manager for Surveyor, CG and CEF. Citadel Advisors II LLC ("CA2"), a registered investment adviser, is the portfolio manager for CQ. Citadel Advisors Holdings II LP ("CAH2") is the managing member of Citadel Advisors and CA2. Citadel Advisors Holdings LP ("CAH") is the general partner of CAH2. CALC III LP ("CALC3") is the non-member manager of Citadel Securities. Citadel GP LLC ("CGP") is the general partner of CALC3 and CAH2. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.

6. The options are all exchange traded options that are immediately exercisable.

Remarks:

Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein.

	/s/ John C. Nagel, Authorized Signatory of CITADEL GP LLC	07/11/2014
	/s/ John C. Nagel, Authorized Signatory of SURVEYOR CAPITAL LTD.	07/11/2014
	/s/ John C. Nagel, attorney-in-fact, on behalf of Kenneth Griffin	07/11/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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