Filing Details

CUSIP No. 25501G105

Page 2 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	DEER PARK ROAD MANAGEMENT COMPANY, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			997,480 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			997,480 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	997,480 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.1% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

 (1) This amount includes approximately 926,353 Shares (as defined herein) issuable upon the conversion of approximately 8,057 shares of Mandatorily Convertible Preferred Stock, 29,880 Shares issuable upon the exercise of Series A Warrants and 23,709 Shares issuable upon the exercise of Series B Warrants.

 

 

1	NAMES OF REPORTING PERSONS
	DEER PARK ROAD MANAGEMENT GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			997,480 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			997,480 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	997,480 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.1% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

CUSIP No. 25501G105

Page 4 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	DEER PARK ROAD CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			997,480 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			997,480 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	997,480 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.1% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, HC

 (1) This amount includes approximately 926,353 Shares (as defined herein) issuable upon the conversion of approximately 8,057 shares of Mandatorily Convertible Preferred Stock, 29,880 Shares issuable upon the exercise of Series A Warrants and 23,709 Shares issuable upon the exercise of Series B Warrants.

 

CUSIP No. 25501G105

Page 5 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	MICHAEL DAVID CRAIG-SCHECKMAN
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			997,480 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			997,480 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	997,480 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.1% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 (1) This amount includes approximately 926,353 Shares (as defined herein) issuable upon the conversion of approximately 8,057 shares of Mandatorily Convertible Preferred Stock, 29,880 Shares issuable upon the exercise of Series A Warrants and 23,709 Shares issuable upon the exercise of Series B Warrants.

SCHEDULE 13G
	Page 8 of 13 Pages

 

Item 1(a).

Name of Issuer:

Ditech Holding Corporation (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1100 Virginia Drive, Suite 100, Fort Washington, PA 19034

Item 2(a).

Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

 

This Statement relates to Shares (as defined herein) held for the account of STS Master Fund, Ltd. (the “STS Master Fund”), which is an exempted company organized under the laws of the Cayman Islands.  Deer Park serves as investment adviser to the STS Master Fund and, in such capacity, exercises voting and investment power over the Shares held in the account for the STS Master Fund.  DPRM is the general partner of Deer Park. Each of DPRC and AgateCreek is a member of DPRM.  Mr. Craig-Scheckman is the Chief Executive Officer of each of Deer Park and DPRC and the sole owner of DPRC.  Mr. Burg is the Chief Investment Officer of Deer Park and the sole member of AgateCreek.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 1195 Bangtail Way, Steamboat Springs, Colorado 80487.

Item 2(c).

Citizenship:

 

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.01 per share (the “Shares”)

Item 2(e).

CUSIP Number:

25501G105

 

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

 

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of February 28, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 997,480 Shares held for the account of the STS Master Fund.  This amount includes approximately 926,353 Shares issuable upon the conversion of approximately 8,057 shares of Mandatorily Convertible Preferred Stock held by STS Master Fund, 29,880 Shares issuable upon the exercise of Series A Warrants held by STS Master Fund and 23,709 Shares issuable upon the exercise of Series B Warrants held by STS Master Fund.  Each share of Mandatorily Convertible Preferred Stock is convertible into 114.9750 Shares (i) at the election of the holder and (ii) as a class in its entirety, in whole but not in part, at the option of the holders of 66 2/3% of the Mandatorily Convertible Preferred Stock then outstanding.  The Mandatorily Convertible Preferred Stock is also mandatorily convertible at the earliest of (i) February 9, 2023, (ii) at any time following February 9, 2019, the time that the volume weighted average pricing of the Shares exceeds 150% of the conversion price per Share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (iii) a change of control transaction in which the consideration paid or payable per Share is greater than or equal to $8.6975.

Item 4(b)

Percent of Class:

As of February 28, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 19.1% of Shares outstanding.  (This percentage is based on a total of approximately 5,232,442 Shares outstanding, which has been calculated in accordance with Rule 13d-3(d)(1)(i) under the Act and is based on the sum of (i) 4,252,500 Shares outstanding as of February 9, 2018, as reported in the Issuer’s Form 8-K filed on February 9, 2018, plus (ii) approximately 926,353 Shares issuable upon the conversion of Mandatorily Convertible Preferred Stock held by STS Master Fund, (iii) 29,880 Shares issuable upon the exercise of Series A Warrants held by STS Master Fund, (iv) and 23,709 Shares issuable upon the exercise of Series B Warrants held by STS Master Fund.)

Item 4(c)

Number of Shares as to which such person has:

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

 

 

SCHEDULE 13G
	Page 10 of 13 Pages

 

	Page 11 of 13 Pages

 

SCHEDULE 13G
	Page 12 of 13 Pages

 

EXHIBIT INDEX

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Ditech Holding Corporation dated as of March 8, 2018 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amende.