X0306 4/A 2016-08-31 2016-09-02 0001398987 REALOGY HOLDINGS CORP. RLGY 0001355310 Kelleher Kevin J C/O REALOGY HOLDINGS CORP. 175 PARK AVENUE MADISON NJ 07940 0 1 0 0 Pres/CEO, Cartus Corporation Common Stock, $0.01 par value 2016-08-31 4 A 0 51 0 A 45405 D Consist of shares underlying dividend equivalent units ("DEUs") on restricted stock units and performance restricted stock units. The DEUs accrued in connection with a quarterly cash dividend paid on August 31, 2016. The DEUs vest on the same terms as the underlying restricted stock units and performance restricted stock units. This amendment is being filed to correct and reduce the number of shares underlying the DEUs previously reported on the Form 4 filed on September 2, 2016 as DEUs issued in respect of performance share units are not reportable until the underlying performance share units are reportable --- following a determination of the level of achievement of the performance goals for the applicable three-year performance period. Exhibit 24.1 - Power of Attorney of Kevin J. Kelleher.* *Previously filed. /s/ Seth I. Truwit, as attorney-in-fact for Kevin J. Kelleher 2016-09-29