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* Lion Point Capital, LP (Last) (First) (Middle) 250 WEST 55TH STREET 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2018	3. Issuer Name and Ticker or Trading Symbol DITECH HOLDING Corp [ DHCP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 02/20/2018
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock, par value $0.01 per share(1)	185,906	D(1)(2)(3)(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Mandatorily Convertible Preferred Stock	02/09/2018	(5)	Common Stock, par value $0.01 per share	689,735	$114.975	D(4)(5)
Series A Warrants	02/09/2018	02/09/2018	Common Stock, par value $0.01 per share	316,729	$20.63	D(4)
Series B Warrants	02/09/2018	02/09/2018	Common Stock, par value $0.01 per share	251,317	$28.25	D(4)

1. Name and Address of Reporting Person* Lion Point Capital, LP (Last) (First) (Middle) 250 WEST 55TH STREET 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lion Point Holdings GP, LLC (Last) (First) (Middle) 250 WEST 55TH STREET 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lion Point Master, LP (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309 (Street) UGLAND HOUSE, GRAND CAYMAN E9 KY1-1101 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lion Point Capital GP, LLC (Last) (First) (Middle) 250 WEST 55TH STREET 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cederholm Didric (Last) (First) (Middle) 250 W 55TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Freeman Jim (Last) (First) (Middle) 250 W 55TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On February 9, 2018 (the "Effective Date"), the Issuer changed its name and ticker symbol from Walter Investment Management Corporation (WAC) to Ditech Holding Corp (DHCP). In addition, on the Effective Date, the Issuer's Amended Prepackaged Plan of Reorganization (the "Plan") became effective, and the Issuer emerged from bankruptcy proceedings. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share ("Old Common Stock") and all rights of any holder in respect thereof were cancelled and extinguished.

2. Continued from footnote 1) Pursuant to the Plan, on the Effective Date, (x) each share of Old Common Stock of the Issuer was exchanged for the following new securities of the Issuer: (i) 0.05689208 shares ("Shares") of the Issuer's new common stock ("New Common Stock"), (ii) 0.09692659 Series A Warrants and (iii) 0.07690920 Series B Warrants, (y) every $1,000 principal amount of Senior Notes was exchanged for $464.11293167 principal amount of New Second Lien Notes and 0.18564517 shares of Mandatorily Convertible Preferred Stock of the Issuer, and (z) every $1,000 principal amount of Convertible Notes was exchanged for 8.76919841 Shares of New Common Stock, 14.94011581 Series A Warrants and 11.85465711 Series B Warrants of the Issuer.

3. Continued from footnote 2) The Reporting Persons' beneficial ownership, as calculated in accordance with the SEC rules, is approximately 26.2%, but this percentage does not accurately reflect the voting power of the Reporting Persons. At all times, the Issuer's Mandatorily Convertible Preferred Stock votes on an as-converted basis with the shares, whether or not such preferred stock has been converted. As a result, the Reporting Persons' actual voting power, assuming full exercise of the Series A Warrants and the Series B Warrants held by the Reporting Persons only, is approximately 8.8% based on the holdings reported herein.

4. These equity securities are owned (x) directly by Lion Point Master, LP, a Cayman Islands exempted limited partnership ("Lion Point Master ") and (y) indirectly by (i) Lion Point Capital GP, LLC, a Delaware limited liability company ("Lion Point Capital GP"), as the general partner of Lion Point Master, (ii) Lion Point Capital, LP, a Delaware limited partnership ("Lion Point Capital"), as the investment manager of Lion Point Master, (iii) Lion Point Holdings GP, LLC, a Delaware limited liability company ("Lion Point Holdings GP"), as the general partner of Lion Point Capital, (iv) Didric Cederholm, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and the Managing Member of Lion Point Holdings GP, and (v) Jim Freeman, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and a Managing Member of Lion Point Holdings GP.

5. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) any time following one year after the Effective Date, upon which the volume weighted average price of the Shares exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per Share is greater than or equal to $8.6975.

Remarks:

This Form 3 is being filed jointly by: (i) Lion Point Master, with respect to the Shares directly and beneficially owned by it; (ii) Lion Point Capital GP, as the general partner of Lion Point Master; (iii) Lion Point Capital, as the investment manager of Lion Point Master; (iv) Lion Point Holdings GP, as the general partner of Lion Point Capital; (v) Didric Cederholm, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and a Managing Member of Lion Point Holdings GP; and (vi) Jim Freeman, as Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point Capital and a Managing Member of Lion Point Holdings GP.

	/s/ Didric Cederholm, Managing Member of Lion Point Master, LP by Lion Point Capital GP, LLC, General Partner	03/02/2018
	/s/ Didric Cederholm, Managing Member of Lion Point Capital GP, LLC	03/02/2018
	/s/ Didric Cederholm, Managing Member of Lion Point Capital LP, by Lion Point Holdings GP, LLC, General Partner	03/02/2018
	/s/ Didric Cederholm, Managing Member of Lion Point Holdings GP, LLC	03/02/2018
	/s/ Didric Cederholm	03/02/2018
	/s/ Jim Freeman	03/02/2018
	** 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).
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