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SC 13D/A
PHOENIX INVESTMENT ADVISER LLC filed this Form SC 13D/A on 11/02/2018
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This Amendment No. 2 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on June 5, 2018 and Amendment No. 1 thereto filed on July 20, 2018 with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ditech Holding Corporation (the “Issuer”). This Amendment No. 2 is filed jointly by (i) JLP Credit Opportunity Master Fund Ltd (“COF”), (ii) Mercer QIF Fund PLC - Mercer Investment Fund 1 (“Mercer”), (iii) JLP Credit Opportunity IDF Series of SALI Multi-Series Fund, L.P. (“IDF”), (iv) JLP Partners Master Fund LP (“PF”), (v) Phoenix Investment Adviser LLC (“Phoenix”), and (vi) Jeffrey Peskind (collectively, the “Reporting Persons”).

 

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on June 5, 2018 and Amendment No. 1 thereto filed on July 20, 2018.

 

Responses to each item of this Amendment No. 2 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

ITEM 1. SECURITY AND ISSUER

 

ITEM 2. IDENTITY AND BACKGROUND

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

ITEM 4. PURPOSE OF TRANSACTION

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 is hereby amended and supplemented by inserting the following:

 

On October 31, 2018, COF, Mercer, IDF, and PF sold 206,468, 76,843, 31,000 and 5,689 shares of Common Stock, respectively, at $1.2270 per share in open market transactions. On November 1, 2018, Mercer and IDF sold 35,051 and 5,866 shares of Common Stock, respectively, at $1.1628 per share in open market transactions. As a result of these transactions, the Reporting Persons are no longer holders of record of shares of Common Stock of the Issuer.

 

COF, Mercer, IDF, and PF are each holders of record of Mandatorily Convertible Preferred Stock, Series A Warrants, and Series B Warrants of the Issuer, all of which are convertible or exercisable into shares of Common Stock. Each of COF, Mercer, IDF, and PF disclaims beneficial ownership of any Mandatorily Convertible Preferred Stock, Series A Warrants, and Series B Warrants owned of record by the other, and each of Phoenix and Mr. Peskind disclaims beneficial ownership of any Mandatorily Convertible Preferred Stock, Series A Warrants, and Series B Warrants owned of record by COF, Mercer, IDF, and PF, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Act, or for any other purpose.

 

(a)           See also the information contained on the cover pages of this Amendment No. 2 to Schedule 13D, which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 4,955,675 shares of Common Stock outstanding as of August 3, 2018 (as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 9, 2018) and includes 2,590,849 shares of Common Stock underlying Mandatorily Convertible Preferred Stock, Series A Warrants, and Series B Warrants.

 

(b)           See also the information contained on the cover pages of this Amendment No. 2 to Schedule 13D, which is incorporated herein by reference.

 

(c)           Except as described in this Amendment No. 2 to Schedule 13D, no reportable transactions by the Reporting Persons have occurred with respect to the Common Stock of the Issuer since Amendment No. 1 was filed on July 20, 2018.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

CUSIP No.  25501G105 13D/A Page 8 of 9