SEC FORM 4

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^*

Parseghian Gregory J

(Last)

(First)

(Middle)

C/O PHH CORPORATION

3000 LEADENHALL ROAD

(Street)

MT. LAUREL

08054

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2011		P		200	A	$15.37	19,481⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.39	19,581⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.3999	19,681⁽¹⁾	D
Common Stock	08/15/2011		P		400	A	$15.4	20,081⁽¹⁾	D
Common Stock	08/15/2011		P		600	A	$15.41	20,681⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4174	20,781⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4185	20,881⁽¹⁾	D
Common Stock	08/15/2011		P		200	A	$15.43	21,081⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.438	21,181⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4382	21,281⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4398	21,381⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4487	21,481⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4576	21,581⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.46	21,681⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4691	21,781⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4699	21,881⁽¹⁾	D
Common Stock	08/15/2011		P		570	A	$15.48	22,451⁽¹⁾	D
Common Stock	08/15/2011		P		1,430	A	$15.49	23,881⁽¹⁾	D
Common Stock	08/15/2011		P		200	A	$15.498	24,081⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4985	24,181⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4987	24,281⁽¹⁾	D
Common Stock	08/15/2011		P		200	A	$15.4992	24,481⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.4998	24,581⁽¹⁾	D
Common Stock	08/15/2011		P		1,369	A	$15.5	25,950⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.505	26,050⁽¹⁾	D
Common Stock	08/15/2011		P		200	A	$15.5085	26,250⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.5089	26,350⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.509	26,450⁽¹⁾	D
Common Stock	08/15/2011		P		200	A	$15.5092	26,650⁽¹⁾	D
Common Stock	08/15/2011		P		100	A	$15.5093	26,750⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 5,000 shares of PHH Corporation common stock held indirectly by the reporting person in a revocable trust and 14,281 shares of PHH Corporation common stock underlying fully vested restricted stock units ("RSUs"). Each RSU represents the right to receive one share of PHH Corporation common stock upon settlement.

Remarks:

	J. Christopher Clifton, Attorney-In-Fact	08/15/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.