SEC FORM 5/A SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
WILCOX KEVIN JAMES

(Last) (First) (Middle)
2 RUE JEAN BERTHOLET

(Street)
LUXEMBOURG N4 L-1233

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Altisource Portfolio Solutions S.A. [ ASPS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO & General Counsel
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/16/2010
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 08/10/2009 J(1) 732(2) D $0 732 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $8.8293 08/10/2009 J(1) 788 08/10/2009 01/31/2011 Common Stock 788 $8.8293 788 D
Employee Stock Options (Right to Buy) $14.974 08/10/2009 J(1) 13,334 08/10/2009 10/31/2011 Common Stock 13,334 $14.974 13,334 D
Employee Stock Options (Right to Buy) $6.9071 08/10/2009 J(1) 3,217 08/10/2009 01/31/2012 Common Stock 3,217 $6.9071 3,217 D
Employee Stock Options (Right to Buy) $8.352 08/10/2009 J(1) 2,144 08/10/2009 01/31/2012 Common Stock 2,144 $8.352 2,144 D
Employee Stock Options (Right to Buy) $2.2312 08/10/2009 J(1) 1,766 08/10/2009 01/31/2013 Common Stock 1,766 $2.2312 1,766 D
Employee Stock Options (Right to Buy) $3.3528 08/10/2009 J(1) 2,649 08/10/2009 01/31/2013 Common Stock 2,649 $3.3528 2,649 D
Employee Stock Options (Right to Buy) $7.3736 08/10/2009 J(1) 749 08/10/2009 01/31/2014 Common Stock 749 $7.3736 749 D
Employee Stock Options (Right to Buy) $12.8024 08/10/2009 J(1) 2,996 08/10/2009 01/31/2014 Common Stock 2,996 $12.8024 2,996 D
Employee Stock Options (Right to Buy) $9.5929 08/10/2009 J(1) 4,798 08/10/2009 01/31/2015 Common Stock 4,798 $9.5929 4,798 D
Employee Stock Options (Right to Buy) $11.5019 08/10/2009 J(1) 5,948 (3) 01/31/2016 Common Stock 5,948 $11.5019 5,948 D
Employee Stock Options (Right to Buy) $14.1746 08/10/2009 J(1) 8,130 (4) 05/10/2017 Common Stock 8,130 $14.1746 8,130 D
Employee Stock Options (Right to Buy) $9.5452 08/10/2009 J(1) 206,668 (5) 07/14/2018 Common Stock 206,668 $9.5452 206,668 D
Explanation of Responses:
1. The shares of common stock and stock options were granted to the reporting person in connection with the separation and spin-off of Altisource Portfolio Solutions ("ASPS") from Ocwen Financial Corporation ("OCN"). In connection with the separation and spin-off, an aggregate of 732 shares of ASPS common stock and options to purchase an aggregate of 253,187 shares of ASPS common stock were granted to the reporting person.
2. The Form 5 filed on February 16, 2010 for Mr. Wilcox did not include 218 shares of ASPS common stock owned by Mr. Wilcox.
3. 4,758 were vested at the time of the separation and the 1,190 vested on 1/31/2010.
4. 4,878 were vested at the time of the separation, 1,626 vested on 12/31/2009 and 1,626 vest on 12/31/2010.
5. The vesting schedule has a time-based component, in which 25% of the options vest in equal increments over four years, and a performance-based component, in which up to 75% of the options could vest in equal increments, with 25% vesting immediately upon the achievement of certain performance criteria related to ASPS' stock price and its annualized rate of return and the remaining 75% vesting over the next three years. Two-thirds of the performance-based options commence vesting if the stock price realizes a compounded annual gain of at least 20% over the exercise price, if the stock price is at least double the exercise price. The remaining third of such options commence vesting if the stock price realizes a 25% compounded annual gain, if it is at least triple the exercise price. Of the total time-based component options, 12,917 options were vested at the time of the separation. The remaining options vest in equal annual increments on July 14, 2010 through 2012.
Remarks:
/s/ Kevin J. Wilcox 07/13/2010
** 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 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).
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