X0306 4 2018-12-06 0 0001040719 DITECH HOLDING Corp DHCP 0001377581 First Pacific Advisors, LP 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001573341 FPA Value Partners Fund 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001192887 ATWOOD J RICHARD 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001186259 ROMICK STEVEN T 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001450268 Selmo Brian A. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 Common Stock 2018-12-06 4 S 0 9273 0.10 D 0 I See Footnotes Common Stock 8401 I See Footnotes Mandatorily Convertible Preferred Stock 114.975 2018-12-06 4 S 0 185 2.7027 D Common Stock 21270 0 I See Footnotes Mandatorily Convertible Preferred Stock 114.975 Common Stock 1144001 9950 I See Footnotes Securities of Ditech Holding Corporation (the "Issuer") held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). First Pacific Advisors, LP ("FPA") serves as manager of and investment adviser to FPA Value Partners. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as the investment adviser to and manager of FPA Value Partners. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. (Continued from Footnote 1) Mr. Brian Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as Portfolio Manager of such fund. FPA and Messrs. Atwood, Romick and Selmo may be deemed to have a pecuniary interest in a portion of the securities held directly by FPA Value Partners due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such fund. Each of FPA and Messrs. (Continued from Footnote 2) Atwood, Romick and Selmo disclaims beneficial ownership of securities of the Issuer held directly by FPA Value Partners except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick or Selmo is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Securities of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a director and officer of the general partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and a director and officer of the general partner of FPA. (Continued from Footnote 4) Messrs. Selmo and Mark Landecker may be deemed to share voting and/or investment power over securities of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund. FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund. The Mandatorily Convertible Preferred Stock is immediately convertible and does not expire. Each share of Mandatorily Convertible Preferred Stock is convertible to common stock at a rate of 114.975 shares of common stock per share of Mandatorily Convertible Preferred Stock. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) at any time following one year after February 9, 2018, the time that the volume weighted average pricing of the common stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to $8.6975. Represents 185 shares of Mandatorily Convertible Preferred Stock on an as-converted basis. Represents 9,950 shares of Mandatorily Convertible Preferred Stock on an as-converted basis. First Pacific Advisors, LP ("FPA") may be deemed to exercise voting and/or investment power over securities of Ditech Holding Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts. FIRST PACIFIC ADVISORS, LP, Name: /s/ J. Richard Atwood, Title: Director of General Partner 2018-12-07 FPA VALUE PARTNERS FUND, A SERIES OF FPA HAWKEYE FUND, LLC, Name: /s/ J. Richard Atwood, Title: President 2018-12-07 J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood 2018-12-07 STEVEN T. ROMICK, Name: /s/ Steven T. Romick 2018-12-07 BRIAN A. SELMO, Name: /s/ Brian A. Selmo 2018-12-07