Amendment: Chief Financial Officer Esterman Michelle D. was granted 45,285 shares, covered exercise/tax liability with 14,201 shares and converted options into 2,613 shares, increasing direct ownership by 19% to 214,467 units (SEC Form 4)
$ASPS
Other Consumer Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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. Date of Earliest Transaction
(Month/Day/Year) 01/29/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/31/2025 |
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 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 | 01/29/2025 | A | 45,285(1) | A | $0.713(2) | 226,055 | D | |||
| Common Stock | 01/29/2025 | F | 14,201(3)(7) | D | $0.68(4) | 211,854 | D | |||
| Common Stock | 01/29/2025 | M | 2,613(5) | A | $0.0000 | 214,467 | D | |||
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | $0.0000 | 01/29/2025 | M | 2,613(6) | (6) | (6) | Common Stock | 2,613 | $0.0000 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. As part of a previously disclosed company-wide cost reduction plan, Ms. Esterman has volunteered to temporarily modify her compensation by offering the Company the option to replace up to 30% of her base compensation with a grant of unrestricted ASPS common stock (the "Adjustment"). At the end of each calendar quarter (each a "Period"), until either Ms. Esterman or the Company, upon written notice, reduces or terminates the Adjustment, the Company will determine the portion of the reduced amount to be paid in common stock and transfer the shares. For the Period ended December 31, 2024, Ms. Esterman received 45,285 shares, which vested immediately |
| 2. Represents the cost per share used to determine the temporary compensation replacement described in Footnote 1. Given that the shares are a replacement for compensation, their net cost was $0. |
| 3. Of the 45,285 shares granted to Ms. Esterman, reported above, 13,427 shares were forgone to pay for the tax withholding with a net issuance to Ms. Esterman of 31,858 shares. |
| 4. Represents the cost per share used to determine the tax withholding; the opening price of ASPS common stock on the grant date. |
| 5. 2,613 shares of ASPS common stock were received upon the vesting of previously granted restricted share units ("RSUs") pursuant to an award under the Altisource 2022 Long Term Incentive Plan ("LTIP"). |
| 6. Represents the full and final vesting of Type II Performance-based RSUs previously granted pursuant to the Altisource 2022 LTIP. Our Compensation Committee approved vesting at 26.13% of target; the remaining RSUs failed to vest. Each RSU represents a contingent right to receive one share of ASPS common stock. |
| 7. This amendment increases the number of shares foregone to pay for the tax withholding by 774 shares, to include the number of shares foregone to pay the tax withholding on the shares acquired by the RSU vesting reported in Table II. |
| /s/ Teresa L. Szupello, Attorney-in-Fact | 02/03/2025 | |
| ** 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. | ||