UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Ditech Holding Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

25501G105

(CUSIP Number)

Lance Friedler
c/o Phoenix Investment Adviser LLC

420 Lexington Avenue, Suite 2040

New York, NY 10170

(212) 359-6200

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 18, 2018

(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. x

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).

This Amendment No. 1 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on June 5, 2018, with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ditech Holding Corporation (the “Issuer”). This Amendment No. 1 is filed jointly by (i) JLP Credit Opportunity Master Fund Ltd (“COF”), (ii) Mercer QIF Fund PLC – Mercer Investment Fund 1 (“Mercer”), (iii) JLP Credit Opportunity IDF Series of SALI Multi-Series Fund, L.P. (“IDF”), (iv) JLP Partners Master Fund LP (“PF”), (v) Phoenix Investment Adviser LLC (“Phoenix”), and (vi) Jeffrey Peskind (collectively, the “Reporting Persons”).

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on June 5, 2018.

Responses to each item of this Amendment No. 1 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

ITEM 1. SECURITY AND ISSUER

ITEM 2. IDENTITY AND BACKGROUND

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 4. PURPOSE OF TRANSACTION

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and supplemented by inserting the following:

On July 18, 2018, COF and IDF each sold 5,145 and 1,055 Series A Warrants, respectively, at a price of $1.0529 per share through an open market transaction. On July 19, 2018, COF and IDF each sold 1,000 and 200 Series A Warrants, respectively, at a price of $0.7042 per share through an open market transaction. Each Series A Warrant is exercisable for one share of Common Stock.

COF, Mercer, IDF, and PF are each holders of record of shares of Common Stock of the Issuer. Each of COF, Mercer, IDF, and PF disclaims beneficial ownership of any shares of Common Stock owned of record by the other, and each of Phoenix and Mr. Peskind disclaims beneficial ownership of any shares of Common Stock owned of record by COF, Mercer, IDF, and PF, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Act, or for any other purpose.

(a)           See also the information contained on the cover pages of this Amendment No. 1 to Schedule 13D, which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 4,626,508 shares of Common Stock outstanding as of May 18, 2018 (as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on June 6, 2018) and includes 2,590,849 shares of Common Stock underlying Mandatorily Convertible Preferred Stock, Series A Warrants, and Series B Warrants.

(b)           See also the information contained on the cover pages of this Amendment No. 1 to Schedule 13D, which is incorporated herein by reference.

(c)           Except as described in this Amendment No. 1 to Schedule 13D, no reportable transactions by the Reporting Persons have occurred with respect to the Common Stock of the Issuer since the Schedule 13D was filed on June 5, 2018.

(d)           Not applicable.

(e)           Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

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.

Dated: July 20, 2018