Edgar Filing: PHH CORP

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Messina Glen A.

2. Issuer Name and Ticker or Trading Symbol
PHH CORP [PHH]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

C/O PHH CORPORATION, 3000 LEADENHALL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2014

(Street)

MOUNT LAUREL, NJ 08054

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/23/2014		A		40,949 ⁽¹⁾	A	$ 0	91,649 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance RSUs

⁽³⁾ ⁽⁴⁾

10/23/2014

122,847

⁽³⁾⁽⁴⁾

05/22/2024

Common Stock

122,847

$ 0

122,847

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Messina Glen A. C/O PHH CORPORATION 3000 LEADENHALL ROAD MOUNT LAUREL, NJ 08054	X		President and CEO

Signatures

William F. Brown, Attorney-In-Fact		10/27/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of common stock underlying unvested restricted stock units ("RSUs"). Each RSU represents the right to receive one share of PHH Corporation common stock ("Common Stock") upon vesting. Fifty percent (50%) of the RSUs are scheduled to vest on October 23, 2016, and fifty percent (50%) of the RSUs are scheduled to vest on October 23, 2017, subject to Messina's continued employment with PHH Corporation through the applicable vesting dates. If Messina's employment with PHH Corporation is terminated without Cause (as defined in the award), then a pro rated portion of the RSUs will vest on the applicable vesting dates based upon the number of days of Messina's service from the grant date through May 31, 2016. If Messina's employment with PHH Corporation ceases for any reason other than for Cause on or after May 31, 2016, the then unvested RSUs will continue to vest on the applicable vesting dates if he complies with all applicable restrictive covenants.
(2)	Includes 40,949 shares of common stock underlying unvested RSUs.
(3)	Each Performance RSU represents a contingent right to receive one share of PHH Corporation common stock upon vesting. The Performance RSUs ("PRSUs") are subject to performance vesting as follows: (i) 100% will vest if the average PHH Corporation common stock price for the 90-day period prior to and including October 23, 2017, equals or exceeds $30 per share, and (ii) 50% will vest if the average PHH Corporation common stock price for the 90-day period prior to and including October 23, 2017, equals or exceeds $28 per share and is less than $30 per share. None of the PRSUs will vest if the average PHH Corporation common stock price for the 90-day period prior to and including October 23, 2017, is less than $28 per share. The Compensation Committee has the right to reduce the number of shares that vest based on Messina's achievement of individual goals that the Committee may establish or any other factors that the Committee deems necessary or appropriate.
(4)	Vesting is subject to Messina's continued service through October 23, 2017. If Messina's employment with PHH Corporation is terminated without Cause, then a pro rated portion of the PRSUs will vest on October 23, 2017, subject to achievement of the applicable performance vesting criteria, based upon the number of days of Messina's service from the grant date through May 31, 2016. If, however, Messina's employment with PHH Corporation ceases for any reason other than for Cause on or after May 31, 2016, the unvested PRSUs will vest on October 23, 2017, subject to achievement of the applicable performance vesting criteria, if he complies with all applicable restrictive covenants.

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