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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CROWL ROBERT B
   2. Issuer Name and Ticker or Trading Symbol
PHH CORP [PHH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last)
(First)
(Middle)
C/O PHH CORPORATION, 3000 LEADENHALL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
06/24/2015
(Street)

MT. 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 06/24/2015   M   4,079 A $ 0 (1) 108,890 D  
Common Stock 06/24/2015   F   1,402 (2) D $ 26.96 107,488 (3) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance RSUs (1) 06/24/2015   M     4,079   (1) 06/06/2015 Common Stock 4,079 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CROWL ROBERT B
C/O PHH CORPORATION
3000 LEADENHALL ROAD
MT. LAUREL, NJ 08054		       EVP & CFO  

Signatures

 William F. Brown, Attorney-in-Fact   06/26/2015
**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) Each Performance Restricted Stock Unit ("PRSU") represented a contingent right to receive one share of PHH Corporation common stock upon PHH Corporation's Human Capital & Compensation Committee's (the "HC&CC") determination that the average of PHH Corporation's common stock price for the 90-day period prior to and including June 6, 2015 equaled or exceeded a targeted performance level in accordance with the terms of the Reporting Person's Performance Restricted Stock Unit award, as previously reported on Form 4 filed on June 8, 2012. On June 24, 2015, PHH Corporation's HC&CC certified its determination that the average of PHH Corporation's common stock price for the 90-day period prior to and including June 6, 2015 equaled or exceeded $25.00 per share, but was less than $30.00 per share, such that one-third of the PRSU's vested in accordance with the terms of the Reporting Person's Performance Restricted Stock Unit award.
(2) Represents shares withheld to pay taxes on vested Performance Restricted Stock Units.
(3) Includes 101,647 shares of PHH Corporation common stock underlying unvested restricted stock units. Each restricted stock unit represents the right to receive one share or the fair market value of one share of common stock upon vesting.

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