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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Messina Glen A.
(Last) (First) (Middle)
C/O PHH CORPORATION
3000 LEADENHALL ROAD
(Street)
MOUNT LAUREL NJ 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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2014
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 07/23/2014 D 53,602 D (1) 38,556 D
Common Stock 08/13/2014 M 37,365 A $20 75,921 D
Common Stock 08/13/2014 S 34,756 D $23.2773(2) 41,165 D
Common Stock 08/13/2014 M 5,612 A $20 46,777 D
Common Stock 08/13/2014 S 5,206 D $23.4916(3) 41,571 D
Common Stock 08/13/2014 M 21,555 A $20 63,126 D
Common Stock 08/13/2014 S 20,000 D $23.3995(4) 43,126 D
Common Stock 08/13/2014 M 16,978 A $18.53 60,104 D
Common Stock 08/13/2014 S 15,244 D $23.2773(5) 44,860 D
Common Stock 08/13/2014 M 55,840 A $18.53 100,700 D
Common Stock 08/13/2014 S 50,000 D $23.4168(6) 50,700 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
Non-Qualified Stock Options (right to buy) $18.53 08/13/2014 M 16,978 (7) 07/28/2021 Common Stock 16,978 $0.00 55,840 D
Non-Qualified Stock Options (right to buy) $18.53 08/13/2014 M 55,840 (7) 07/28/2021 Common Stock 55,840 $0.00 0 D
Employee Stock Options (right to buy) $20 08/13/2014 M 37,365 12/31/2013 11/14/2021 Common Stock 37,365 $0.00 27,167 D
Employee Stock Options (right to buy) $20 08/13/2014 M 5,612 12/31/2013 11/14/2021 Common Stock 5,612 $0.00 21,555 D
Employee Stock Options (right to buy) $20 08/13/2014 M 21,555 12/31/2013 11/14/2021 Common Stock 21,555 $0.00 0 D
Explanation of Responses:
1. Previously reported shares of common stock underlying unvested restricted stock units ("RSUs") have become subject to settlement solely in cash in accordance with the terms of the award. Settlement of any unvested portion of the RSUs will occur upon the earlier of (a) the reporting person's termination of employment (i) by PHH Corporation or its affiliates without cause (as defined under the terms of the award), (ii) due to the reporting person's resignation for good reason (as defined in the award), or (iii) due to the reporting person's retirement (as defined in the award), or (b) the applicable vesting dates of the underlying RSUs, in which case, 40% of the RSUs are scheduled to vest and settle in cash on May 27, 2015, and 60% of such RSUs are scheduled to vest and settle in cash on November 27, 2016.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.1900 to $23.4950, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.4700 to $23.5000, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.2800 to $23.4700, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.1900 to $23.4950, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.3500 to $23.5550, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
7. 61,667 stock options vested and became exercisable on July 28, 2012, 61,667 stock options vested and became exercisable on July 28, 2013, and 61,666 stock options vested and became exercisable on July 28, 2014; in each case, vesting and ability to exercise was subject to Mr. Messina's continued employment with PHH Corporation.
Remarks:
William F. Brown, Attorney-in-Fact 08/15/2014
** 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 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.