Statement of Ownership (sc 13g)
February 21 2018 - 2:53PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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DiTech
Holding Corp
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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25501G105
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(CUSIP
Number)
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Copies
to:
Lance
Friedler
Robert
Youree
c/o
Phoenix Investment Adviser LLC
420
Lexington Avenue, Suite 2040
New
York, NY 10170
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February
12, 2018
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
Rule
13d-1(b)
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o
Rule
13d-1(c)
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x
Rule
13d-1(d)
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*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 disclosures 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).
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CUSIP No. 25501G105
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13G
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Page
2 of 9
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1.
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Names
Of Reporting Persons
Jeffrey Peskind
I.R.S.
Identification No. Of Above Persons (Entities Only)
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2.
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check
the appropriate box if a group
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(a)
o
(
b)
o
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3.
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sec
use only
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4.
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citizenship
or place of organization
UNITED
STATES
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number
of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole
voting power
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530,410
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6.
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shared
voting power
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161,510
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7.
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sole
dispositive power
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530,410
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8.
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shared
dispositive power
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161,510
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9.
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aggregate
amount beneficially owned by each reporting person
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691,920
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent
of class represented by amount in row (9)
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16.27%
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12.
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type
of reporting person (See Instructions)
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IN
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CUSIP No. 25501G105
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13G
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Page
3 of 9
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1.
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Names
Of Reporting Persons
Phoenix Investment Adviser, LLC
I.R.S.
Identification No. Of Above Persons (Entities Only)
36-4581843
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2.
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check the appropriate box if a group
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(a)
o
(
b)
o
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3.
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sec use only
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4.
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citizenship or
place of organization
DELAWARE LIMITED LIABILITY COMPANY
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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530,410
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6.
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shared voting power
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161,510
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7.
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sole dispositive power
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530,410
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8.
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shared dispositive power
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161,510
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9.
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aggregate amount beneficially owned by each reporting person
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691,920
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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16.27%
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12.
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type of reporting person (See Instructions)
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IA
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CUSIP No. 25501G105
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13G
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Page
4 of 9
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1.
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Names
Of Reporting Persons
JLP Credit Opportunity Master Fund Ltd
I.R.S.
Identification No. Of Above Persons (Entities Only)
98-0446227
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2.
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check the appropriate box if a group
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(a)
o
(
b)
o
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3.
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sec use only
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4.
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citizenship or
place of organization
CAYMAN ISLANDS
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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524,721
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6.
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shared voting power
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7.
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sole dispositive power
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524,721
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8.
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shared dispositive power
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9.
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aggregate amount beneficially owned by each reporting person
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524,721
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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12.34%
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12.
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type of reporting person (See Instructions)
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CO
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CUSIP No. 25501G105
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13G
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Page
5 of 9
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1.
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Names
Of Reporting Persons
JLP Partners Master Fund LP
I.R.S.
Identification No. Of Above Persons (Entities Only)
98-0703920
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2.
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check the appropriate box if a group
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(a)
o
(
b)
o
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3.
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sec use only
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4.
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citizenship or
place of organization
CAYMAN ISLANDS
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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5,689
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6.
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shared voting power
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7.
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sole dispositive power
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5,689
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8.
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shared dispositive power
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9.
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aggregate amount beneficially owned by each reporting person
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5,689
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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.001%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 25501G105
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13G
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Page
6 of 9
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Item
1.
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(a)
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Name
of Issuer:
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DiTech
Holding Corp
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(b)
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Address
of Issuer’s Principal
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1100 Virginia Drive, Suite 100
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Executive
Offices:
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Fort Washington, PA 19034
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Item
2.
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(a)
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Name
of Person Filing:
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Phoenix
Investment Adviser LLC (“Phoenix”) acts as the discretionary investment manager to JLP Credit Opportunity Master Fund
Ltd and JLP Partners Master Fund LP. Jeffrey Peskind is the Managing Member of Phoenix.
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(b)
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Address
of Principal Business Office:
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420
Lexington Avenue, Suite 2040
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or, if none, Residence
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New York, NY 10170
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(c)
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Citizenship:
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Phoenix
Investment Adviser LLC
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Delaware
LLC
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JLP
Credit Opportunity Master Fund Ltd
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Cayman
Islands Corporation
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JLP Partners Masters Fund LP
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Cayman Islands Partnership
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Jeffrey
Peskind
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United
States
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(d)
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Title
of Class of Securities:
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Common Stock
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(e)
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CUSIP
Number:
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25501G105
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CUSIP No. 25501G105
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13G
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Page
7 of 9
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding
company or control person in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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
(15U.S.C. 80a-3);
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(j)
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 25501G105
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13G
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Page
8 of 9
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned:
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691,920
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(b)
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Percent
of class:
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16.27%
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Calculation
of percentage of beneficial ownership is based on 4,252,500 outstanding shares of the Issuer’s Common Stock on February
12, 2018.
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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530,410
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(ii)
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Shared
power to vote or to direct the vote:
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161,510
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(iii)
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Sole
power to dispose or to direct the disposition of:
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530,410
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(iv)
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Shared
power to dispose or to direct the disposition of:
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161,510
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Item
5
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Ownership
of Five Percent or Less of a Class.
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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 of securities, check the following
o
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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The
Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any
such account does not exceed 5% of the class of securities. Except to the extent described herein, each Reporting Person disclaims
beneficial ownership of all such securities.
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Items
7 – 9.
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Not
Applicable
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CUSIP No. 25501G105
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13G
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Page
9 of 9
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By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities
solely in connection with a nomination under Section 230.14a-11.
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.
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February
21, 2018
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Date
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JEFFREY PESKIND
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/s/ Jeffrey Peskind
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PHOENIX INVESTMENT ADVISER LLC
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/s/ Jeffrey Peskind
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Name:
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Jeffrey Peskind
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Its:
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Managing Member
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JLP CREDIT OPPORTUNITY MASTER FUND LTD
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/s/ Jeffrey Peskind
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Name:
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Jeffrey Peskind
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Its:
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Director
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JLP PARTNERS MASTER FUND LP
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By: Phoenix Capital Management LLC, its General Partner
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/s/ Jeffrey Peskind
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Name:
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Jeffrey Peskind
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Its:
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Managing Member
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