X0306 4 2016-11-21 0 0000077776 PHH CORP PHH 0001614979 Kaplan Leith W C/O PHH CORPORATION, 3000 LEADENHALL ROAD MT. LAUREL NJ 08054 0 1 0 0 SVP & Chief Risk & Compl. Ofc Common Stock 2016-11-21 4 D 0 10292 14.58 D 88591 D As reported in the Form 4/A filed on August 18, 2014, 17,153 previously reported unvested restricted stock units ("RSUs") became settleable solely in cash because of a change in control in accordance with the terms of the award. Settlement of any unvested portion of the RSUs occurs upon the earlier of (a) the reporting person's termination of employment (i) by PHH Corporation or its affiliates without cause (as defined under the terms of the award), (ii) due to the reporting person's resignation for good reason (as defined in the award), or (iii) due to the reporting person's retirement (as defined in the award), or (b) the applicable vesting dates of the underlying RSUs, in which case, 6,861 (40%) of the RSUs vested and settled in cash on May 21, 2015, and 10,292 (60%) of such RSUs vested on November 21, 2016. The cash amount payable due to settlement of the 10,292 RSUs is $150,057.36, which will be paid on December 2, 2016. Includes 78,067 shares of PHH Corporation common stock underlying unvested RSUs. Each RSU represents the right to receive one share or the fair market value of one share of common stock upon vesting. William F. Brown, Attorney-in-Fact 2016-11-22