0000950123-15-002911.txt : 20150218 0000950123-15-002911.hdr.sgml : 20150216 20150217155845 ACCESSION NUMBER: 0000950123-15-002911 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: JOHN S. OSTERWEIS GROUP MEMBERS: OSTERWEIS CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHH CORP CENTRAL INDEX KEY: 0000077776 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 520551284 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-13543 FILM NUMBER: 15622020 BUSINESS ADDRESS: STREET 1: 3000 LEADENHALL ROAD CITY: MT. LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 856-917-1744 MAIL ADDRESS: STREET 1: 3000 LEADENHALL ROAD CITY: MT. LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: PHH GROUP INC DATE OF NAME CHANGE: 19880913 FORMER COMPANY: FORMER CONFORMED NAME: PETERSON HOWELL & HEATHER INC DATE OF NAME CHANGE: 19790121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSTERWEIS CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001007524 IRS NUMBER: 942871718 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: STE 800 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154344441 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: STE 800 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 d874597dsc13g.htm SC 13G SC 13G
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3235-0145

February XX, 20XX

 

10.4

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

PHH Corporation

(Name of Issuer)

Common Stock

(Title of Class Securities)

693320202

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  x Rule 13d-1(b)

 

  ¨ Rule 13d-1(c)

 

  ¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 693320202  

 

  1.   

Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

Osterweis Capital Management, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

1,356,142

   6.   

Shared Voting Power

 

   7.   

Sole Dispositive Power

 

1,361,812

   8.   

Shared Dispositive Power

 

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,361,812

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

n/a

11.  

Percent of Class Represented by Amount in Row (9)

 

2.7%**

12.  

Type of Reporting Person (See Instructions)

 

IA

 

** Percentage ownership is based on 50,840,342 shares of common stock outstanding as of October 29, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014.

 

Page 2 of 10 pages

CUSIP No. 693320202  

 

  1.   

Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

Osterweis Capital Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

1,496,855

   6.   

Shared Voting Power

 

   7.   

Sole Dispositive Power

 

1,496,855

   8.   

Shared Dispositive Power

 

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,496,855

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

n/a

11.  

Percent of Class Represented by Amount in Row (9)

 

2.9%**

12.  

Type of Reporting Person (See Instructions)

 

IA

 

** Percentage ownership is based on 50,840,342 shares of common stock outstanding as of October 29, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014.

 

Page 3 of 10 pages

CUSIP No. 693320202  

 

  1.   

Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

John S. Osterweis

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

2,852,997

   6.   

Shared Voting Power

 

   7.   

Sole Dispositive Power

 

2,858,667

   8.   

Shared Dispositive Power

 

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,858,667

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

n/a

11.  

Percent of Class Represented by Amount in Row (9)

 

5.6%**

12.  

Type of Reporting Person (See Instructions)

 

HC, IN

 

** Percentage ownership is based on 50,840,342 shares of common stock outstanding as of October 29, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014.

 

Page 4 of 10 pages

Item 1.

 

  (a) Name of Issuer

PHH Corporation.

 

  (b) Address of Issuer’s Principal Executive Offices

3000 Leadenhall Road

Mt. Laurel, New Jersey, 08054

Item 2.

 

  (a) Name of Person Filing

 

  (i) Osterweis Capital Management, Inc.

 

  (ii) Osterweis Capital Management, LLC

 

  (iii) John S. Osterweis

 

  (b) Address of Principal Business office or, if None, Residence

 

  (i) One Maritime Plaza, Suite 800, San Francisco, CA 94111

 

  (ii) One Maritime Plaza, Suite 800, San Francisco, CA 94111

 

  (iii) One Maritime Plaza, Suite 800, San Francisco, CA 94111

 

  (c) Citizenship

 

  (i) CA Corporation

 

  (ii) CA Limited Liability Company

 

  (iii) U.S. Citizen

 

  (d) Title of Class Securities

Common Stock

 

  (e) CUSIP Number

693320202

 

Page 5 of 10

Item 3. If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

    ¨    Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).

(e)

    x    An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).

(f)

    ¨    An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(ii)(F).

(g)

    x    A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).

(h)

    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

    x    Group in accordance with Section 240.13d-1(b)(ii)(J).

 

Item 4. Ownership

Common Stock:

 

  (a) Amount Beneficially Owned: 2,858,667

 

  (b) Percent of Class: 5.6%**

 

  (c) Number of shares as to which the joint filers have:

 

  (i) sole power to vote or to direct the vote: 2,852,997

 

  (ii) shared power to vote or to direct the vote:

 

  (iii) sole power to dispose or to direct the disposition of: 2,858,667

 

  (iv) shared power to dispose of or to direct the disposition of:

 

** Percentage ownership is based on 50,840,342 shares of common stock outstanding as of October 29, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014.

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following  ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

n/a

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Exhibit C

 

Page 6 of 10

Item 8. Identification and Classification of Members of the Group.

See Exhibit A

 

Item 9. Notice of Dissolution of Group.

n/a

 

Item 10. Certification:

 

  (a) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 17, 2015

/s/ Matthew K. Berler

Signature

By: Matthew K. Berler, President & CEO of

Osterweis Capital Management, Inc.

/s/ Matthew K. Berler

Signature

By: Matthew K. Berler, President & CEO of

Osterweis Capital Management, LLC.

/s/ John S. Osterweis

Signature

By: John S. Osterweis, Control Person of

Osterweis Capital Management, Inc. and

Osterweis Capital Management, LLC

 

Page 7 of 10

EXHIBIT A

Identification and Classification of Members of the Group

Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, the members of the group making this joint filing are identified and classified as follows:

 

Name

   

Classification

Osterweis Capital Management, Inc.

    Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

Osterweis Capital Management, LLC

    Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

John S. Osterweis

    Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

Page 8 of 10

EXHIBIT B

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Dated: February 17, 2015

 

/s/ Matthew K. Berler

Signature
By: Matthew K. Berler, President & CEO of
Osterweis Capital Management, Inc.

/s/ Matthew K. Berler

Signature
By: Matthew K. Berler, President & CEO of
Osterweis Capital Management, LLC.

/s/ John S. Osterweis

Signature
By: John S. Osterweis, Control Person of
Osterweis Capital Management, Inc. and
Osterweis Capital Management, LLC

 

Page 9 of 10

EXHIBIT C

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Identity

   

Classification

Osterweis Capital Management, Inc.

    Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

Osterweis Capital Management, LLC

    Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

 

Page 10 of 10