UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1) Includes (a) 16,682 shares of common stock and (b) 857,543 options to purchase common stock that have vested but remain unexercised as of January 14, 2015.

 

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Item 1. Security and Issuer.

 

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the statement on Schedule 13D (“Original Schedule 13D”) originally filed by jointly by William C. Erbey, his spouse E. Elaine Erbey, FF Plaza Limited Partnership, Delaware Permanent Corporation and Erbey Holding Corporation on November 1, 2011 (as amended and supplemented, the “Schedule 13D”).

 

The securities to which this Schedule 13D relates are the shares of common stock, par value $1.00 per share (“Common Stock”), of Altisource Portfolio Solutions S.A., a company organized under the laws of Luxembourg (the “Issuer”).  The principal executive offices of the Issuer are located at 291, route d’Arlon, L-1150 Luxembourg, Grand Duchy of Luxembourg.

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)This Amendment No. 1 is filed jointly by William C. Erbey, his spouse E. Elaine Erbey, Erbey Holding Corporation (“Erbey Holding”) and Salt Pond Holdings, LLC (“Salt Pond”) (each a “Reporting Person”, and together, the “Reporting Persons”).  Erbey Holding is wholly-owned by Mr. Erbey. Salt Pond is owned by Mr. Erbey (56.291%), Mrs. Erbey (24.284%) and Erbey Holdings (19.425%).

 

(b)Mr. and Mrs. Erbey’s business address is 2106 Hill Street, Christiansted, VI 00820.  The principal office of Erbey Holding, a Delaware corporation, is 2002 Summit Boulevard, 6th Floor, Atlanta, Georgia 30319. The principal office of Salt Pond is 2106 Hill Street, Christiansted, VI 00820.

 

(c)As announced on December 22, 2014, Mr. Erbey stepped down from his position as a director and Chairman of the Board of Directors of the Issuer effective January 16, 2015 pursuant to a consent order between Ocwen Financial Corporation (“Ocwen”) and the New York State Department of Financial Services.  Mr. Erbey also stepped down as an officer and director of Ocwen and from the boards of Ocwen’s related companies at that time. Mrs. Erbey is retired.  Each of Erbey Holding and Salt Pond is a holding company for the investment of securities.

 

(d)None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

 

(f)Mr. and Mrs. Erbey are United States citizens.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

Other than director stock awards of 4,971 shares of Common Stock, in aggregate, that were made between 2010 and 2014, and a restricted stock unit award grant of 500 restricted stock units in May 2011, the shares of Common Stock and stock options were granted by the Issuer to the Reporting Persons for no consideration in connection with the separation and spin-off of the Issuer from Ocwen as more fully described in Item 4 of the Original Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.

 

For purposes of this Amendment No. 1, the ownership percentage for each Reporting Person is based upon 20,271,929 shares outstanding according to the Issuer’s Form 10-Q for period ended September 30, 2014.

 

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(b)In addition, the Common Stock deemed beneficially owned by each of the Reporting Persons with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such person.

 

(c)None.

 

(d)Not applicable.

 

(e)Not applicable.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit Number		Description
Exhibit 1		Joint Filing Agreement, dated January 16, 2015, by and among William C. Erbey, E. Elaine Erbey, Erbey Holding Corporation and Salt Pond Holdings, LLC.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

	William C. Erbey
Dated: January 16, 2015
	/s/ William C. Erbey
	William C. Erbey
	E. Elaine Erbey
Dated: January 16, 2015
	/s/ E. Elaine Erbey
	E. Elaine Erbey
	Erbey Holding Corporation
Dated: January 16, 2015
	By:	/s/ William C. Erbey
		Name: William C. Erbey
		Title: President
	Salt Pond Holdings, LLC
Dated: January 16, 2015
	By:	/s/ William C. Erbey
		Name: William C. Erbey
		Title: President

 

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Exhibit 1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the shares of common stock, par value $1.00 per share, of Altisource Portfolio Solutions S.A., which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.

 

The undersigned further agree that each party hereto is responsible for the timely filing of the Schedule 13D, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Joint Filing Agreement shall be attached as an exhibit to the Schedule 13D, filed on behalf of each of the parties hereto.

 

 

	William C. Erbey
Dated: January 16, 2015
	/s/ William C. Erbey
	William C. Erbey
	E. Elaine Erbey
Dated: January 16, 2015
	/s/ E. Elaine Erbey
	E. Elaine Erbey
	Erbey Holding Corporation
Dated: January 16, 2015
	By:	/s/ William C. Erbey
		Name: William C. Erbey
		Title: President
	Salt Pond Holdings, LLC
Dated: January 16, 2015
	By:	/s/ William C. Erbey
		Name: William C. Erbey
		Title: President