SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Casey Donald J

(Last)

(First)

(Middle)

C/O REALOGY HOLDINGS CORP.

ONE CAMPUS DRIVE

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2012

3. Issuer Name and Ticker or Trading Symbol
Realogy Holdings Corp. [ RLGY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres/CEO, Title Resource Group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, par value $0.01 per share	5,410	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options	07/01/2011⁽¹⁾	11/09/2020	Class A Common Stock, par value $0.01 per share	12,600	$20.75	D
Employee Stock Options	07/01/2011⁽¹⁾	11/09/2020	Class A Common Stock, par value $0.01 per share	5,400	$137.5	D
Employee Stock Options	10/12/2013⁽²⁾	10/15/2018	Class A Common Stock, par value $0.01 per share	2,218	$22.25	D
Employee Stock Options	10/12/2013⁽³⁾	04/17/2019	Class A Common Stock, par value $0.01 per share	4,184	$22	D
Employee Stock Options	10/12/2013⁽⁴⁾	10/16/2019	Class A Common Stock, par value $0.01 per share	4,932	$17.5	D
Employee Stock Options	04/30/2013⁽⁵⁾	04/30/2022	Class A Common Stock, par value $0.01 per share	22,000	$17.5	D

Explanation of Responses:

1. Options become exercisable in four equal annual installments (subject to continued employment), which commenced on July 1, 2011.

2. Options vest in three equal annual installments (subject to continued employment) beginning one year from the date of grant (April 17, 2011), but vested options do not become exercisable until October 12, 2013.

3. Options vest in three equal annual installments (subject to continued employment) beginning one year from the date of grant (October 16, 2011), but vested options do not become exercisable until October 12, 2013.

4. Options vest in three equal annual installments (subject to continued employment) beginning one year from the date of grant (April 16, 2012), but vested options do not become exercisable until October 12, 2013.

5. Options become exercisable in four equal annual installments (subject to continued employment), which commences on April 30, 2013 (one year from the date of grant).

Remarks:

Exhibit 24.1 -- Power of Attorney of Donald J. Casey

	/s/ Seth I. Truwit, Attorney-in-Fact for Donald J. Casey	10/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.