0000894579-18-000166.txt : 20180625 0000894579-18-000166.hdr.sgml : 20180625 20180625172701 ACCESSION NUMBER: 0000894579-18-000166 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180625 DATE AS OF CHANGE: 20180625 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DITECH HOLDING Corp CENTRAL INDEX KEY: 0001040719 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 133950486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52293 FILM NUMBER: 18917758 BUSINESS ADDRESS: STREET 1: 1100 VIRGINIA DRIVE, SUITE 100 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: (844) 714-8603 MAIL ADDRESS: STREET 1: 3000 BAYPORT DRIVE, SUITE 860 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: WALTER INVESTMENT MANAGEMENT CORP DATE OF NAME CHANGE: 20090420 FORMER COMPANY: FORMER CONFORMED NAME: HANOVER CAPITAL MORTGAGE HOLDINGS INC DATE OF NAME CHANGE: 19970917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Martini Samuel CENTRAL INDEX KEY: 0001740370 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ASH & PARSONT LLP STREET 2: 122 EAST 42ND STREET, SUITE #1507 CITY: NEW YORK STATE: NY ZIP: 10168 SC 13G/A 1 ditech13ga062518.htm SCHEDULE 13GA
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 1)*

 

 
DITECH HOLDING CORPORATION
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
93317W102
(CUSIP Number)
 
March 27, 2018
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).
 

 

CUSIP No.
93317W102
 
Page 2 of 5
 
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
SAMUEL MARTINI
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
513,892
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
513,892
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
513,892(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.06%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
(1) Includes in the aggregate (i) 11,495 shares of Common Stock issuable upon exercise of the Series A Warrants, and (ii) 9,121 shares of Common Stock issuable upon exercise of the Series B Warrants.
(2) Based on 4,626,508 shares of Common Stock reported to be outstanding on the Issuer's Quarterly Report on Form 10-K filed on June 6, 2018.
 

CUSIP No.
93317W102
 
Page 3 of 5
 
 
Item 1(a). Name of Issuer:

DITECH HOLDING CORPORATION
 
Item 1(b). Address of Issuer's Principal Executive Offices:

1100 Virginia Drive, Suite 100, Fort Washington, Pennsylvania 19034
 
Item 2(a). Name of Person Filing:

This statement is filed on behalf of Samuel Martini (the "Reporting Person"). The Reporting Person is engaged in, among other activities, investing for his own account, including through a limited liability company organized under the laws of the State of Delaware (the "LLC"), of which the Reporting Person is the sole member.
 
Item 2(b). Address of Principal Business Office or, if none, Residence:

c/o Ash & Parsont LLP
122 East 42nd Street
Suite #1507
New York, NY 10168-1599

Item 2(c). Citizenship:

United States

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share (the "Shares")
 
Item 2(e). CUSIP Number:

93317W102


CUSIP No.
93317W102
 
Page 4 of 5
 
 
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c);
 
This Item 3 is inapplicable.
 
Item 4. Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
 
(a)(b) Amount beneficially owned and percent of Class: 
 
The Reporting Person may be deemed the beneficial owner of 513,892 Shares, which constitutes approximately 11.06% of the total number of Shares outstanding. The Reporting Person's beneficial ownership consists of 261,966 Shares, 7,036 Series A Warrants and 5,583 Series B Warrants owned by the LLC. It also consists of 2,617 Shares, 4,459 Series A Warrants and 3,538 Series B Warrants owned directly by the Reporting Person, 184,733 Shares owned by members of the Reporting Person's family and 43,960 Shares owned by a charitable foundation controlled by the Reporting Person.

Each Series A Warrant is exercisable for one Share on a cash or cashless basis at an exercise price of $20.63 per share. Each Series B Warrant is exercisable for one Share on a cash or cashless basis at an exercise price of $28.25 per share. All unexercised warrants expire on February 9, 2028.
(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:
 
513,892
 
(ii) Shared power to vote or to direct the vote:
 
0
 
  (iii) Sole power to dispose or to direct the disposition of:
 
513,892
 
  (iv) Shared power to dispose or to direct the disposition of:
 
0


CUSIP No.
93317W102
 
Page 5 of 5
 
 
Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group.

This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group.
 
This Item 9 is not applicable.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 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: June 25, 2018
 
 
By:
 /s/ Samuel Martini
 
Samuel Martini
 
 
 
 
* Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).