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*
(Street)
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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)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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) | 4,110,396(2) | A | $0 | 4,110,396 | I | By FF Plaza Limited Partnership | |||||||
COMMON STOCK | 08/10/2009 | J(1) | 1,803,234(2) | A | $0 | 1,803,234 | I | By Erbey Holding Corporation |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | $4.8755 | 08/10/2009 | J(1) | 52,677 | 08/10/2009 | 01/31/2011 | Common stock | 52,677 | $4.8755 | 52,677 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $8.8293 | 08/10/2009 | J(1) | 13,169 | 08/10/2009 | 01/31/2011 | Common Stock | 13,169 | $8.8293 | 13,169 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $6.9071 | 08/10/2009 | J(1) | 28,295 | 08/10/2009 | 01/31/2012 | Common Stock | 28,295 | $6.9071 | 28,295 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $8.352 | 08/10/2009 | J(1) | 18,864 | 08/10/2009 | 01/31/2012 | Common Stock | 18,864 | $8.352 | 18,864 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $2.2312 | 08/10/2009 | J(1) | 11,292 | 08/10/2009 | 01/31/2013 | Common Stock | 11,292 | $2.2312 | 11,292 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $3.3528 | 08/10/2009 | J(1) | 16,938 | 08/10/2009 | 01/31/2013 | Common Stock | 16,938 | $3.3528 | 16,938 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $7.3736 | 08/10/2009 | J(1) | 4,246 | 08/10/2009 | 01/31/2014 | Common Stock | 4,246 | $7.3736 | 4,246 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $12.8024 | 08/10/2009 | J(1) | 16,981 | 08/10/2009 | 01/31/2014 | Common Stock | 16,981 | $12.8024 | 16,981 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $9.5929 | 08/10/2009 | J(1) | 15,958 | 08/10/2009 | 01/31/2015 | Common Stock | 15,958 | $9.5929 | 15,958 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $11.5019 | 08/10/2009 | J(1) | 23,269 | (3) | 01/31/2016 | Common Stock | 23,269 | $11.5019 | 23,269 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $14.1746 | 08/10/2009 | J(1) | 34,274 | (4) | 05/10/2017 | Common Stock | 34,274 | $14.1746 | 34,274 | I | FF Plaza Limited Partnership | ||
Employee Stock Options (Right to Buy) | $9.5452 | 08/10/2009 | J(1) | 800,000 | (5) | 07/14/2018 | Common Stock | 800,000 | $9.5452 | 800,000 | I | FF Plaza Limited Partnership |
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 5,913,630 shares of ASPS common stock and options to purchase an aggregate of 1,047,480 shares of ASPS common stock were granted to the reporting person. |
2. The Form 5 filed on February 16, 2010 for Mr. Erbey reported an incorrect number of shares indirectly owned by FF Plaza Limited Partnership and failed to report the shares owned by Erbey Holding Corporation. Mr. Erbey indirectly owned an aggregate 4,110,396 through FF Plaza Limited Partnership and 1,803,234 through Erbey Holding Corporation |
3. 18,615 were vested at the separation and the remaining 4,654 vested on 1/31/2010. |
4. 20,564 were vested at the time of the separation, 6,855 vested on 12/31/09 and 6,855 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, 50,000 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, Attorney-in-Fact | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |