UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
L0175J104
(CUSIP Number)
Bradley W. Craig
1195 Bangtail Way
Steamboat Springs, Colorado 80487
(970) 457-4340
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 13, 2020
(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 240.13d-7(b) 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).
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SCHEDULE 13D
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CUSIP No. L0175J104
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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DEER PARK ROAD MANAGEMENT COMPANY, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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3,367,995
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,367,995
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,367,995
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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(1)
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This percentage is based on a total of 15,519,003 Shares (as defined herein) outstanding as of February 28, 2020, as disclosed in the Issuer’s Form
10-K, as filed with the Securities and Exchange Commission on March 5, 2020.
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SCHEDULE 13D
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CUSIP No. L0175J104
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Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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DEER PARK ROAD MANAGEMENT GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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3,367,995
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,367,995
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,367,995
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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(1)
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This percentage is based on a total of 15,519,003 Shares (as defined herein) outstanding as of February 28, 2020, as disclosed in the Issuer’s Form
10-K, as filed with the Securities and Exchange Commission on March 5, 2020.
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SCHEDULE 13D
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CUSIP No. L0175J104
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Page 4 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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DEER PARK ROAD CORPORATION
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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3,367,995
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,367,995
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,367,995
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|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, HC
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(1)
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This percentage is based on a total of 15,519,003 Shares (as defined herein) outstanding as of February 28, 2020, as disclosed in the Issuer’s Form
10-K, as filed with the Securities and Exchange Commission on March 5, 2020.
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SCHEDULE 13D
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CUSIP No. L0175J104
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Page 5 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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MICHAEL CRAIG-SCHECKMAN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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8
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SHARED VOTING POWER
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3,367,995
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,367,995
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,367,995
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|
|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7% (1)
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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||||
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(1)
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This percentage is based on a total of 15,519,003 Shares (as defined herein) outstanding as of February 28, 2020, as disclosed in the Issuer’s Form
10-K, as filed with the Securities and Exchange Commission on March 5, 2020.
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SCHEDULE 13D
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CUSIP No. L0175J104
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Page 6 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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AGATECREEK LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
|
☐
|
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(b)
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☐
|
||||
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||||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Colorado
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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3,367,995
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,367,995
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,367,995
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|
|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7% (1)
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|||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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(1)
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This percentage is based on a total of 15,519,003 Shares (as defined herein) outstanding as of February 28, 2020, as disclosed in the Issuer’s Form
10-K, as filed with the Securities and Exchange Commission on March 5, 2020.
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SCHEDULE 13D
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CUSIP No. L0175J104
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Page 7 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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SCOTT EDWARD BURG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
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(b)
|
☐
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
3,142 (2)
|
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|
|||
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||||
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8
|
SHARED VOTING POWER
|
|
|
||
|
3,367,995
|
|
|
|||
|
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|
||||
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9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,142 (2)
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,367,995
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,371,137
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
21.7% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN, HC
|
|
|
|||
|
|
|
||||
|
(1)
|
This percentage is based on a total of 15,519,003 Shares (as defined herein) outstanding as of February 28, 2020, as disclosed in the Issuer’s Form 10-K, as filed with the Securities and Exchange Commission on
March 5, 2020.
|
|
(2)
|
These restricted Shares were awarded to the Reporting Person in connection with his service as a non-management director of the Issuer.
|
|
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SCHEDULE 13D
|
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Page 8 of 11 Pages
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This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the common stock, par value $1.00 per share (the “Shares”), of
Altisource Portfolio Solutions S.A. (the “Issuer” or the “Company”), whose principal executive offices are located at 40, avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg. This Amendment No.5 amends and supplements the Schedule 13D
filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on August 17, 2018, as amended by Amendment No. 1, filed with the SEC on August 24, 2018, Amendment No. 2, filed with the SEC on August 30, 2018, Amendment No. 3,
filed with the SEC on September 27, 2018, and Amendment No. 4 filed with the SEC on November 4, 2019 (collectively, the “Schedule 13D”).
Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment
No. 5 shall have the meanings given them in the Schedule 13D.
| Item 2. |
Identity and Background
|
Item 2(c) and (e) of the Schedule 13D are hereby amended and restated as follows:
(c) Deer Park serves as investment adviser to the STS Master Fund and, in such capacity, exercises voting and investment power over the Shares held in the
account for the STS Master Fund. DPRM is the general partner of Deer Park. Each of DPRC and AgateCreek is a member of DPRM. Mr. Craig-Scheckman is the Chief Executive Officer of each of Deer Park and DPRC and the majority owner of DPRC. Mr. Burg is
the Chief Investment Officer of Deer Park and the sole member of AgateCreek. Set forth in Annex A to the original Schedule 13D, filed August 17, 2018, are the names, business address, present principal occupation or employment and citizenship
of each director and executive officer of DPRC.
(e) On June 4, 2019, Deer Park and Mr. Burg, without admitting or denying any alleged violation, entered into a settlement with the Securities and Exchange
Commission (the “SEC”) resolving an investigation into Deer Park’s policies and procedures pertaining to its valuation of fund assets. Under the terms of the settlement: (i) Deer Park agreed to pay a civil money penalty of $5 million and Mr. Burg
agreed to pay a civil money penalty of $250,000; (ii) Deer Park was censured; (iii) each Deer Park and Mr. Burg agreed to cease and desist from committing or causing any violations or any future violations of Section 206(4) of the Investment
Advisers Act of 1940 and Rule 206(4)-7 thereunder; and (iv) Deer Park undertook to conclude its work with an independent compliance consultant (the “Consultant”), whom Deer Park hired during the SEC’s investigation to conduct a comprehensive review
of Deer Park’s policies and procedures for valuing assets in its private funds and processes for complying with GAAP in such valuations. Deer Park has adopted and implemented all of the recommendations in the Consultant’s final report.
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SCHEDULE 13D
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Page 9 of 11 Pages
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| Item 3. |
Source and Amount of Funds or Other Considerations
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Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
The funds used for the purchase of the Shares reported herein by the Reporting Persons were the working capital of the STS Master Fund, which may have included margin account borrowings made in the
ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in
the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $2,171,360.37, including commissions, was paid to acquire the Shares reported in Item 5(c) of
this Amendment No. 5.
| Item 5. |
Interest in the Securities of the Issuer
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Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and supplemented by adding the following:
(a, b) As of the date hereof, each of Deer Park, DPRM, DPRC, Mr. Craig-Scheckman, and AgateCreek may be deemed to be the beneficial owner of 3,367,995
Shares (approximately 21.7% of the total number of Shares outstanding).
As of the date hereof, Mr. Burg may be deemed to be the beneficial owner of 3,371,137 Shares (approximately
21.7% of the total number of Shares outstanding). This amount includes (i) 3,367,995 Shares he may be deemed to share voting and dispositive power with each of Deer Park, DPRM, DPRC, Mr. Craig-Scheckman, and
AgateCreek, and (ii) 3,142 restricted Shares that were awarded to Mr. Burg in connection with his service as a non-management director of the Issuer.
The beneficial ownership percentage is based on a total of 15,519,003 Shares outstanding as of February 28, 2020, as disclosed in the Issuer’s Form 10-K, as
filed with the SEC on March 5, 2020.
(c) A description of the transactions in the Common Stock effected during the past sixty days, all of which were effected in the open market in routine
brokerage transactions, is included in Exhibit C.
| Item 7. |
Materials to be Filed as Exhibits
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Item 7 is hereby amended and supplemented by adding the following:
| Exhibit C: |
Schedule of Transactions, in response to Item 5(c)
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SCHEDULE 13D
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Page 10 of 11 Pages
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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.
| DEER PARK ROAD MANAGEMENT COMPANY, LP | |||
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By:
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/s/ Bradley W. Craig | |
| Name: | Bradley W. Craig | ||
| Title: | Chief Operating Officer | ||
| DEER PARK ROAD MANAGEMENT GP, LLC | |||
| By: | Deer Park Road Corporation, its managing member | ||
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By:
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/s/ Bradley W. Craig | |
| Name: | Bradley W. Craig | ||
| Title: |
Attorney-in-fact for Michael Craig-Scheckman,
Chief Executive Officer of Deer Park Road Corporation
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| DEER PARK ROAD CORPORATION | |||
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By:
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/s/ Bradley W. Craig | |
| Name: | Bradley W. Craig | ||
| Title: |
Attorney-in-fact for Michael Craig-Scheckman,
Chief Executive Officer of Deer Park Road Corporation
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| MICHAEL CRAIG-SCHECKMAN | |||
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By:
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/s/ Bradley W. Craig | |
| Name: | Bradley W. Craig | ||
| Title: | Attorney-in-fact for Michael Craig-Scheckman | ||
| AGATECREEK LLC | |||
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By:
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/s/ Bradley W. Craig | |
| Name: | Bradley W. Craig | ||
| Title: |
Attorney-in-fact for Scott Edward Burg,
Sole Member of AgateCreek LLC
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| SCOTT EDWARD BURG | |||
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By:
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/s/ Bradley W. Craig | |
| Name: | Bradley W. Craig | ||
| Title: | Attorney-in-fact for Scott Edward Burg | ||
March 17, 2020
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Date of
Transaction
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Nature of
Transaction
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Quantity of
Shares
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Weighted-Average
Price Per Share
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STS Master Fund, Ltd.
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03/12/2020
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Purchase
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38,171
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$7.1106 (1)
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STS Master Fund, Ltd.
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03/12/2020
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Purchase
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96,019
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$7.9348 (2)
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STS Master Fund, Ltd.
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03/13/2020
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Purchase
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35,942
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$8.4082 (3)
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STS Master Fund, Ltd.
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03/16/2020
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Purchase
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96,653
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$8.6543 (4)
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(1) This price reflects the weighted average price for open-market purchases of Shares made by the Reporting Persons on March 12, 2020 within a
$1.00 range. The actual prices for these transactions range between $6.59 to $7.35. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding
the number of shares purchased at each separate price set forth in footnotes (1) through (4) to this Exhibit C herein.
(2) This price reflects the weighted average price for open-market purchases of Shares made by the Reporting Persons on March 12, 2020 within a $1.00 range. The actual prices for these transactions range between
$7.845 to $7.96.
(3) This price reflects the weighted average price for open-market purchases of Shares made by the Reporting Persons on March 13, 2020 within a $1.00 range. The actual prices for these transactions range between $8.16
to $8.50.
(4) This price reflects the weighted average price for open-market purchases of Shares made by the Reporting Persons on March 16, 2020 within a $1.00 range. The actual prices for these transactions range between $7.72
to $8.70.