Page 6 of 8 – SEC Filing ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to the statement on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on March 9, 2017 (the “Original Schedule 13D”) regarding the common stock, par value $0.01 per share (the “Common Stock”), of PHH Corporation, a Maryland corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Original Schedule 13D is hereby amended to reflect the fact that, between the filing of the Original Schedule 13D on March 9, 2017 and the filing of this Amendment No. 1, the Reporting Persons acquired beneficial ownership over an additional 803,329 shares of Common Stock (together with all shares of the Issuer’s Common Stock over which the Reporting Persons have beneficial ownership, the “Subject Shares”). The 803,329 shares of Common Stock over which the Reporting Persons acquired beneficial ownership since the date of the filing of the Original Schedule 13D were acquired by or on behalf of the Debt Fund using investment capital which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The aggregate consideration paid for the additional 803,329 shares of Common Stock, including brokerage commissions, was approximately $10,288,544. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the 53,612,270 shares of Common Stock outstanding as of March 10, 2017, as disclosed in the Issuer’s Preliminary Proxy Statement filed on Schedule 14A with the U.S. Securities and Exchange Commission on March 15, 2017. The Debt Fund beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 5,292,329 such shares of Common Stock, representing 9.9% of the outstanding shares of Common Stock. EJF Debt Opportunities GP, LLC, as the general partner of the Debt Fund, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 5,292,329 such shares of Common Stock, representing 9.9% of the outstanding shares of Common Stock. EJF, as an investment manager managing the Debt Fund through EJF Debt Opportunities GP, LLC, a general partnership of which it is the sole member, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 9.9% of the outstanding shares of Common Stock. By virtue of Emanuel J. Friedman’s position as the controlling member of EJF, Emanuel J. Friedman beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 9.9% of the outstanding shares of Common Stock. Neither the filing of this Amendment No. 1 to the Original Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of this Amendment No. 1 to the Original Schedule 13D. (c) Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes, to the extent not previously disclosed in the Original Schedule 13D, all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
(e) Not applicable.
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to the statement on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on March 9, 2017 (the “Original Schedule 13D”) regarding the common stock, par value $0.01 per share (the “Common Stock”), of PHH Corporation, a Maryland corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054.
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original Schedule 13D is hereby amended to reflect the fact that, between the filing of the Original Schedule 13D on March 9, 2017 and the filing of this Amendment No. 1, the Reporting Persons acquired beneficial ownership over an additional 803,329 shares of Common Stock (together with all shares of the Issuer’s Common Stock over which the Reporting Persons have beneficial ownership, the “Subject Shares”).
The 803,329 shares of Common Stock over which the Reporting Persons acquired beneficial ownership since the date of the filing of the Original Schedule 13D were acquired by or on behalf of the Debt Fund using investment capital which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The aggregate consideration paid for the additional 803,329 shares of Common Stock, including brokerage commissions, was approximately $10,288,544.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the 53,612,270 shares of Common Stock outstanding as of March 10, 2017, as disclosed in the Issuer’s Preliminary Proxy Statement filed on Schedule 14A with the U.S. Securities and Exchange Commission on March 15, 2017.
The Debt Fund beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 5,292,329 such shares of Common Stock, representing 9.9% of the outstanding shares of Common Stock. EJF Debt Opportunities GP, LLC, as the general partner of the Debt Fund, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 5,292,329 such shares of Common Stock, representing 9.9% of the outstanding shares of Common Stock.
EJF, as an investment manager managing the Debt Fund through EJF Debt Opportunities GP, LLC, a general partnership of which it is the sole member, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 9.9% of the outstanding shares of Common Stock. By virtue of Emanuel J. Friedman’s position as the controlling member of EJF, Emanuel J. Friedman beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 9.9% of the outstanding shares of Common Stock.
Neither the filing of this Amendment No. 1 to the Original Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of this Amendment No. 1 to the Original Schedule 13D.
| (c) | Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes, to the extent not previously disclosed in the Original Schedule 13D, all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares. |
| (e) | Not applicable. |
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