SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
COOPERMAN LEON G

(Last) (First) (Middle)
ST. ANDREW'S COUNTRY CLUB
7118 MELROSE CASTLE LANE

(Street)
BOCA RATON FL 33496

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2018
3. Issuer Name and Ticker or Trading Symbol
DITECH HOLDING Corp [ DHCP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
02/15/2018
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Mandatorily Convertible Preferred Stock 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 544,177(6) (6) I Omega Capital Partners L.P.(1)
Mandatorily Convertible Preferred Stock 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 543,717(6) (6) I Omega Equity Investors L.P.(2)
Mandatorily Convertible Preferred Stock 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 281,459(6) (6) I Omega Capital Investors L.P.(3)
Mandatorily Convertible Preferred Stock 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 544,177(6) (6) I Omega Overseas Partners Ltd.(4)
Mandatorily convertible Preferred Stock 02/09/2018 02/09/2023 Common Stock, $0.01 par value per share 1,082,490(6) (6) I Omega Credit Opportunities Master Fund L.P.(5)
Explanation of Responses:
1. The securities are held in the account of Omega Capital Partners, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
2. The securities are held in the account of Omega Equity Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
3. The securities are held in the account of Omega Capital Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
4. The securities are held in the account of Omega Overseas Partners Ltd, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities herein shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
5. The securities are held in the account of Omega Credit Opportunities Master Fund L.P., a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
6. Convertible based upon a conversion multiple of 114.9750 as disclosed in Exhibit 3.1 to the Issuer's Form 8-K filed on February 13, 2018. The reporting person's original Form 3 used a conversion multiple of 144.9750 as disclosed in Exhibit 3.1 to the Issuer's Form 8-K filed on February 9, 2018.
Edward Levy, Atty In Fact, POA on file 02/20/2018
** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.