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
X	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* Levinson Sam (Last) (First) (Middle) 9190 PRIORITY WAY WEST DRIVE, SUITE 300 (Street) INDIANAPOLIS IN 46240 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol STONEGATE MORTGAGE CORP [ SGM ]	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) 05/31/2017
	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	05/31/2017		D		1,990,061(1)	D	$8(2)(3)	0	I	See footnote(4)

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
Stock Option (right to buy Common Stock)	$18	05/31/2017		D			17,944	(5)	05/15/2018	Common Stock	17,944	$0.00(5)	0	D
Common Stock Warrants	$18	05/31/2017		D			35,156(6)	(7)	05/15/2023	Common Stock	35,156	$0.00(6)	0	I	See footnote(4)

Explanation of Responses:

1. Includes 694,567 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") owned by Diaco Investments LP, 1,042,140 shares of Stonegate Common Stock owned by Glick Pluchenik 2011 Trust, 225,000 shares of Stonegate Common Stock owned by Chichester Fund Limited and 28,354 restricted stock units (each, a "Stonegate RSU") owned by Mr. Levinson.

2. Pursuant to the Agreement and Plan of Merger, dated January 26, 2017 (the "Merger Agreement"), among Stonegate, Home Point Financial Corporation and Longhorn Merger Sub, Inc., upon completion of the merger as contemplated by the Merger Agreement, each share of Stonegate Common Stock held by the reporting person was converted into the right to receive $8.00 in cash (the "Merger Consideration").

3. Upon completion of the merger, each Stonegate RSU was converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Stonegate Common Stock subject to such Stonegate RSU immediately prior to completion of the merger and (ii) the Merger Consideration, less applicable tax withholdings.

4. Mr. Levinson is the chief investment officer of Siget NY Partners, LP, which is the investment management company for Diaco Investments LP. Mr. Levinson is a principal and managing partner of Glick Family Investments, a private family office located in New York, New York. Individuals within the Glick Family Office control decisions related to securities held by Glick Pluchenik 2011 Trust and Chichester Fund Limited.

5. Pursuant to the Merger Agreement, any stock option with an exercise price per share of Stonegate Common Stock that was greater than or equal to the Merger Consideration was cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment.

6. Represents 35,156 shares of Stonegate Common Stock available for immediate purchase at $18.00 per share (the "Stonegate Warrants") by Glick Pluchenik 2011 Trust pursuant to a warrant agreement, dated as of March 29, 2013, with Stonegate (the "Warrant Agreement").

7. The Stonegate Warrants were cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment because the exercise price of the Stonegate Warrants was greater than the Merger Consideration.

Remarks:

	/s/ Sam Levinson	05/31/2017
	** 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).
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