X0306 4 2016-11-27 0 0000077776 PHH CORP PHH 0001525371 Messina Glen A. C/O PHH CORPORATION 3000 LEADENHALL ROAD MOUNT LAUREL NJ 08054 1 1 0 0 President and CEO Common Stock 2016-11-27 4 D 0 32162 14.85 D 333536 D As reported in the Form 4 filed on August 15, 2014, previously reported shares of common stock underlying unvested restricted stock units ("RSUs") became subject to settlement 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, 21,440 (40%) of the RSUs vested and settled in cash on May 27, 2015, and 32,162 (60%) of the RSUs vested on November 27, 2016, and are scheduled to settle in cash on December 2, 2016. The cash amount payable upon settlement of the 32,162 RSUs is $477,605.70. Includes 260,893 shares of common stock underlying unvested RSUs. Each RSU represents the right to receive one share of common stock upon vesting. William F. Brown, Attorney-in-Fact 2016-11-28