SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kelleher Kevin J

(Last)

(First)

(Middle)

C/O REALOGY HOLDINGS CORP.

175 PARK AVENUE

(Street)

MADISON

07940

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REALOGY HOLDINGS CORP. [ RLGY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres/CEO, Cartus Corporation

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	11/26/2013		M		18,000	A	$27	68,616	D
Common Stock, $0.01 par value	11/26/2013		S⁽¹⁾		18,000	D	$47.9265⁽²⁾	50,616	D
Common Stock, $0.01 par value	11/26/2013		M		1,980	A	$22.25	52,596	D
Common Stock, $0.01 par value	11/26/2013		S⁽¹⁾		1,980	D	$47.9265⁽²⁾	50,616	D
Common Stock, $0.01 par value	11/26/2013		M		12,600	A	$20.75	63,216	D
Common Stock, $0.01 par value	11/26/2013		S⁽¹⁾		12,600	D	$47.9265⁽²⁾	50,616	D
Common Stock, $0.01 par value	11/26/2013		M		6,500	A	$17.5	57,116	D
Common Stock, $0.01 par value	11/26/2013		S⁽¹⁾		6,500	D	$47.9265⁽²⁾	50,616	D
Common Stock, $0.01 par value	11/26/2013		M		3,734	A	$22	54,350	D
Common Stock, $0.01 par value	11/26/2013		S⁽¹⁾		3,734	D	$47.9265⁽²⁾	50,616	D
Common Stock, $0.01 par value	11/26/2013		M		2,201	A	$17.5	52,817	D
Common Stock, $0.01 par value	11/26/2013		S⁽¹⁾		2,201	D	$47.9265⁽²⁾	50,616	D
Common Stock, $0.01 par value	11/26/2013		M		1,198	A	$33.5	51,814	D
Common Stock, $0.01 par value	11/26/2013		S⁽¹⁾		1,198	D	$47.9265⁽²⁾	50,616	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$27	11/26/2013		M			18,000	10/10/2013⁽³⁾	10/10/2022	Common Stock, $0.01 par value	72,000	$0	54,000	D
Employee Stock Option (right to buy)	$22.25	11/26/2013		M			1,980	10/12/2013⁽⁴⁾	10/15/2018	Common Stock, $0.01 par value	2,970	$0	990	D
Employee Stock Option (right to buy)	$20.75	11/26/2013		M			12,600	07/01/2011⁽⁵⁾	11/09/2020	Common Stock, $0.01 par value	16,800	$0	4,200	D
Employee Stock Option (right to buy)	$17.5	11/26/2013		M			6,500	04/30/2013⁽⁶⁾	04/30/2022	Common Stock, $0.01 par value	26,000	$0	19,500	D
Employee Stock Option (right to buy)	$22	11/26/2013		M			3,734	10/12/2013⁽⁷⁾	04/17/2019	Common Stock, $0.01 par value	5,601	$0	1,867	D
Employee Stock Option (right to buy)	$17.5	11/26/2013		M			2,201	10/12/2013⁽⁸⁾	10/16/2019	Common Stock, $0.01 par value	6,603	$0	4,402	D
Employee Stock Option (right to buy)	$33.5	11/26/2013		M			1,198	10/15/2013⁽⁹⁾	04/15/2020	Common Stock, $0.01 par value	3,592	$0	2,394	D

Explanation of Responses:

1. A portion of the proceeds from the sale were used to pay the exercise price of stock options, pursuant to a broker-assisted cashless exercise, and applicable withholding taxes.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.005 to $47.8320 inclusive. The reporting person undertakes to provide Realogy Holdings Corp., any security holder of Realogy Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in this footnote (2).

3. Options become exercisable in four equal annual installments (subject to continued employment), which commenced on October 10, 2013 (one year from the date of grant).

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

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

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

7. Options vest in three equal annual installments (subject to continued employment), which commenced October 17, 2012 (one year from the date of grant), but vested options did not become exercisable until October 12, 2013.

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

9. Options vest in three equal annual installments (subject to continued employment), which commenced October 15, 2013 (one year from the date of grant).

Remarks:

Exhibit 24.1 - Power of Attorney of Kevin J. Kelleher.* *Previously filed.

	/s/ Seth I. Truwit, as attorney-in-fact for Kevin J. Kelleher	11/29/2013
	** 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 4 (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).
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