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^*

PAULSON & CO INC

(Last)

(First)

(Middle)

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2012

3. Issuer Name and Ticker or Trading Symbol
Realogy Holdings Corp. [ RLGY ]

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)

X	Form filed by One Reporting Person
	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)

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)
11% Series A Convertible Senior Subordinated Notes due 2018	⁽³⁾	04/15/2018	Common Stock	8,944,392⁽⁴⁾	$25.625	D⁽¹⁾⁽⁵⁾
11% Series A Convertible Senior Subordinated Notes due 2018	⁽³⁾	04/15/2018	Common Stock	440,976⁽⁴⁾	$25.625	I	See⁽²⁾⁽⁵⁾
11% Series B Convertible Senior Subordinated Notes due 2018	⁽³⁾	04/15/2018	Common Stock	585,366⁽⁴⁾	$25.625	D⁽¹⁾⁽⁵⁾
11% Series C Convertible Senior Subordinated Notes due 2018	⁽³⁾	04/15/2018	Common Stock	1,853,570⁽⁴⁾	$26.975	D⁽¹⁾⁽⁵⁾

Explanation of Responses:

1. Reflects the securities of the issuer owned directly by Paulson Credit Opportunities Master Ltd. ("Credit Master").

2. Reflects securities of the issuer held in an account managed separately (the "Separately Managed Account") by Paulson & Co. Inc. ("Paulson & Co.).

3. The issuer's Series A, B and C 11.00% Convertible Senior Subordinated Notes due 2018 are immediately exercisable.

4. Pursuant to a letter agreement dated as of September 4, 2012, between Paulson & Co.(on behalf of the several investment funds and accounts managed by it) and the Issuer (the "Letter Agreement"), Paulson & Co. has agreed to convert all its Series A, B and C 11.00% Convertible Senior Subordinated Notes due 2018 into shares of common stock of the Issuer on the date of closing of the Issuer's initial public offering of common stock ("IPO Closing"), which date is expected to be October 12, 2012. Pursuant to the Letter Agreement, the issuer has agreed to issue an additional 1,422,917 and 55,122 shares (together, the "New Shares") to Credit Master and the Separately Managed Account, respectively, on the IPO Closing Date as additional consideration under the Letter Agreement. The obligations to convert the Convertible Notes and to issue the New Shares are subject to certain conditions, including that the IPO Closing shall have occurred or shall be occurring simultaneously therewith.

5. Paulson & Co. is an investment advisor registered under the Investment Advisors Act of 1940. Paulson & Co. provides investment management services to Credit Master and the Separately Managed Account. John Paulson is the controlling person of Paulson & Co. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 3 shall not be deemed an admission by any of the persons reporting on this Form 3 that he or it, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form.

Remarks:

	Stuart L. Merzer, General Counsel and Chief Compliance Officer of Paulson & Co. Inc.	10/10/2012
	** 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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