0001140361-21-018383.txt : 20210521 0001140361-21-018383.hdr.sgml : 20210521 20210521163030 ACCESSION NUMBER: 0001140361-21-018383 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210521 DATE AS OF CHANGE: 20210521 GROUP MEMBERS: CARISMA TRUST GROUP MEMBERS: CHRISTIANSTED TRUST GROUP MEMBERS: ERBEY HOLDING CORPORATION, INC. GROUP MEMBERS: SALT POND HOLDINGS, LLC GROUP MEMBERS: VENIA, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Altisource Portfolio Solutions S.A. CENTRAL INDEX KEY: 0001462418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85242 FILM NUMBER: 21949441 BUSINESS ADDRESS: STREET 1: 40, AVENUE MONTEREY STREET 2: L-2163 LUXEMBOURG CITY CITY: GRAND DUCHY OF LUXEMBOURG STATE: N4 ZIP: 50 BUSINESS PHONE: 352 24 69 79 00 MAIL ADDRESS: STREET 1: 40, AVENUE MONTEREY STREET 2: L-2163 LUXEMBOURG CITY CITY: GRAND DUCHY OF LUXEMBOURG STATE: N4 ZIP: 50 FORMER COMPANY: FORMER CONFORMED NAME: Altisource Portfolio Solutions S.a.r.l. DATE OF NAME CHANGE: 20090422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ERBEY WILLIAM C CENTRAL INDEX KEY: 0001048105 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PO BOX 25437 CITY: CHRISTIANSTED STATE: VI ZIP: 00824 SC 13D/A 1 brhc10024938_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13D-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)*

 
Altisource Portfolio Solutions S.A.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)

L0175J104
(CUSIP Number)

William C. Erbey
P.O. Box 25437
Christiansted, United States Virgin Islands 00824
(340) 692-1055
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 21, 2021
(Date of Event Which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
 
*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 disclosures provided in a prior cover page.
 
The information required on 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).
 
1
NAMES OF REPORTING PERSONS
 
 
William C. Erbey (“Mr. Erbey”)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
U.S.A.
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
6,000,709 (1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
6,000,709 (1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,000,709 (2)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
37.96%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1)
Includes 5,452,489 shares of common stock held by Salt Pond Holdings, LLC, a U.S. Virgin Islands limited liability company (“Salt Pond”) of which the Christiansted Trust, a U.S. Virgin Islands trust (the “C-Trust”), and Erbey Holding Corporation, Inc., a Delaware corporation (“Erbey Holding”) are members.  Erbey Holding is wholly owned by the Carisma Trust, a Nevada trust, the trustee of which is Venia, LLC, a Nevada limited liability company (“Venia” and, together with Mr. Erbey, Erbey Holding, Salt Pond, the C-Trust and the Carisma Trust, the “Reporting Persons”).  The members of Venia are John Erbey (Mr. Erbey’s brother) and Andrew Burnett, although Mr. Erbey is given sole investment and voting control over any securities owned by Venia or the Carisma Trust.  Mr. Erbey, John Erbey and Salt Pond are co-trustees of the C-Trust.  Mr. Erbey, Erbey Holding, the C-Trust, the Carisma Trust and Venia each may be deemed to beneficially own the 5,452,489 shares of common stock held by Salt Pond.  Since the filing of Amendment No. 9, E. Elaine Erbey gifted 548,220 shares of common stock to Mr. Erbey and ceased to be a Reporting Person and the Frederiksted Trust ceased to be a member of Salt Pond and ceased to be a Reporting Person.
 
(2)
Includes (a) 548,220 shares of common stock held by Mr. Erbey and (b) 5,452,489 shares of common stock held by Salt Pond.
 
1
NAMES OF REPORTING PERSONS
 
 
Christiansted Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
U.S. Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,452,489 (3)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,452,489 (3)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,452,489 (5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.49%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(3)
Includes 5,452,489 shares held by Salt Pond Holdings, LLC.
 
1
NAMES OF REPORTING PERSONS
 
 
Erbey Holding Corporation, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,452,489 (4)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,452,489 (4)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,452,489 (4)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.49%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(4)
Includes 5,452,489 shares held by Salt Pond Holdings, LLC.
 
1
NAMES OF REPORTING PERSONS
 
 
Carisma Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Nevada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,452,489 (5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,452,489 (5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,452,489 (5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.49%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(5)
Includes 5,452,489 shares held by Salt Pond Holdings, LLC.
 
1
NAMES OF REPORTING PERSONS
 
 
Venia, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Nevada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,452,489 (6)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,452,489 (6)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,452,489 (6)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.49%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(6)
Includes 5,452,489 shares held by Salt Pond Holdings, LLC.
 
1
NAMES OF REPORTING PERSONS
 
 
Salt Pond Holdings, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
U.S. Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,452,489 (7)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,452,489 (7)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,452,489 (7)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.49%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(7)
Shares held directly by Salt Pond Holdings, LLC.
 
*
The ownership percentage for each Reporting Person is based upon 15,807,497 shares outstanding as of May 4, 2021, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2021.
 
This Amendment No. 10 to Schedule 13D (Amendment No. 10”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) originally filed jointly by William C. Erbey (the “Principal Reporting Person”), Mrs. Erbey, FF Plaza Limited Partnership (“FF Plaza”), Delaware Permanent Corporation (“Delaware Permanent”) and Erbey Holding Corporation, Inc., a Delaware corporation (“Erbey Holding”), with the Securities and Exchange Commission on November 1, 2011 (as amended by Amendment No. 1 originally filed on January 16, 2015, Amendment No. 2 originally filed on March 4, 2015, Amendment No. 3 originally filed on March 6, 2015, Amendment No. 4 originally filed on April 12, 2016, Amendment No. 5 originally filed on August 8, 2016, Amendment No. 6 originally filed on August 12, 2016, Amendment No. 7 originally filed on November 23, 2016, Amendment No. 8 originally filed on December 1, 2017 (“Amendment No. 8”), and Amendment No. 9 originally filed on January 10, 2020 (“Amendment No. 9”) the “Schedule 13D”).  This Amendment No. 10 is filed by the Principal Reporting Person, Erbey Holding, Salt Pond Holdings, LLC, a U.S. Virgin Islands limited liability company (“Salt Pond”), the Christiansted Trust (the “C-Trust”), the Carisma Trust and Venia, LLC, a Nevada limited liability company (“Venia”) (collectively, the “Reporting Persons”).  Since the filing of Amendment No. 9, E. Elaine Erbey gifted 548,220 shares of common stock to Mr. Erbey and ceased to be a Reporting Person and the Frederiksted Trust ceased to be a member of Salt Pond and ceased to be a Reporting Person.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is amended and restated in its entirety as follows:
 
(a)          The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
 
For purposes of this Schedule 13D, the ownership percentage for each Reporting Person is based upon 15,807,497 shares of Common Stock outstanding as of May 4, 2021, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2021.
 
(b)          The Common Stock deemed beneficially owned by each of the Reporting Persons with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover pages of this Schedule 13D relating to such person and are hereby incorporated by reference in this Item 5.
 

 (c)
Transactions within last 60 days: None.
 

 (d)
Not applicable.
 

 (e)
Not applicable.
 
SIGNATURES
 
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.
 
Dated: May 21, 2021
  
  /s/ William C. Erbey
 
William C. Erbey
   
 
Christiansted Trust
     
 
By:
 /s/ William C. Erbey
   
Name: William C. Erbey
   
Co-Trustee
   
 
By:
 /s/ John R. Erbey
   
Name: John R. Erbey
   
Co-Trustee
   
 
By:
 /s/ John R. Erbey
   
Name: John R. Erbey
   
Co-Trustee

 
By:
 /s/ William C. Erbey
   
Name: Salt Pond Holdings, LLC
   
Title: Co-Trustee
   
Signed By:
     
Name: William C. Erbey
     
Title: President

 
Erbey Holding Corporation, Inc.
 
By:
Carisma Trust, its Sole Shareholder
   
By:
Venia, LLC, Carisma Trust’s Sole Trustee

     
By:
 /s/ John R. Erbey
       
Name: John R. Erbey
     
Title: Member

 
Carisma Trust
 
By:
Venia, LLC, its Sole Trustee
     
   
By:
 /s/ John R. Erbey
     
Name: John R. Erbey
     
Title: Member

 
Venia, LLC
     
 
By:
 /s/ John R. Erbey
   
Name: John R. Erbey
   
Title: Member
   
 
Salt Pond Holdings, LLC
     
 
By:
 /s/ William C. Erbey
   
Name: William C. Erbey
   
Title: President