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Filing Details

Accession Number:: 0001209191-14-052818
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-15 20:01:53
Reporting Period:: 2014-07-23

Filing Date:: 2014-08-15
Accepted Time:: 2014-08-15 19:01:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
77776	Phh Corp	PHH	Miscellaneous Business Credit Institution (6159)	520551284

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1525371	A. Glen Messina	C/O Phh Corporation 3000 Leadenhall Road Mount Laurel NJ 08054	President And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2014-07-23	53,602	$0.00	38,556	No	4	D	Direct
Common Stock	Acquisiton	2014-08-13	37,365	$20.00	75,921	No	4	M	Direct
Common Stock	Disposition	2014-08-13	34,756	$23.28	41,165	No	4	S	Direct
Common Stock	Acquisiton	2014-08-13	5,612	$20.00	46,777	No	4	M	Direct
Common Stock	Disposition	2014-08-13	5,206	$23.49	41,571	No	4	S	Direct
Common Stock	Acquisiton	2014-08-13	21,555	$20.00	63,126	No	4	M	Direct
Common Stock	Disposition	2014-08-13	20,000	$23.40	43,126	No	4	S	Direct
Common Stock	Acquisiton	2014-08-13	16,978	$18.53	60,104	No	4	M	Direct
Common Stock	Disposition	2014-08-13	15,244	$23.28	44,860	No	4	S	Direct
Common Stock	Acquisiton	2014-08-13	55,840	$18.53	100,700	No	4	M	Direct
Common Stock	Disposition	2014-08-13	50,000	$23.42	50,700	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	D	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-08-13	16,978	$0.00	16,978	$18.53
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-08-13	55,840	$0.00	55,840	$18.53
Common Stock	Employee Stock Options (right to buy)	Disposition	2014-08-13	37,365	$0.00	37,365	$20.00
Common Stock	Employee Stock Options (right to buy)	Disposition	2014-08-13	5,612	$0.00	5,612	$20.00
Common Stock	Employee Stock Options (right to buy)	Disposition	2014-08-13	21,555	$0.00	21,555	$20.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
55,840		2021-07-28	No	4	M	Direct
0		2021-07-28	No	4	M	Direct
27,167	2013-12-31	2021-11-14	No	4	M	Direct
21,555	2013-12-31	2021-11-14	No	4	M	Direct
0	2013-12-31	2021-11-14	No	4	M	Direct

Footnotes

Previously reported shares of common stock underlying unvested restricted stock units ("RSUs") have become subject to settlement solely in cash in accordance with the terms of the award. Settlement of any unvested portion of the RSUs will occur 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, 40% of the RSUs are scheduled to vest and settle in cash on May 27, 2015, and 60% of such RSUs are scheduled to vest and settle in cash on November 27, 2016.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.1900 to $23.4950, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.4700 to $23.5000, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.2800 to $23.4700, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.1900 to $23.4950, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.3500 to $23.5550, inclusive. The reporting person undertakes to provide to PHH Corporation, any security holder of PHH Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
61,667 stock options vested and became exercisable on July 28, 2012, 61,667 stock options vested and became exercisable on July 28, 2013, and 61,666 stock options vested and became exercisable on July 28, 2014; in each case, vesting and ability to exercise was subject to Mr. Messina's continued employment with PHH Corporation.