Amendment: Large owner Deer Park Road Management Company, Lp acquired 7,253,577 shares, exercised 291,738 in-the-money shares at a strike of $0.01 and sold $2,917 worth of shares (3,815 units at $0.76) (SEC Form 4)
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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) 02/09/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/05/2025 |
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 | 02/19/2025 | J(1)(2) | 7,253,577(1)(2) | A | (1)(2) | 11,530,840 | I | See Footnotes(3)(5) | ||
| Common Stock | 02/19/2025 | X | 201,015 | A | $0.01 | 11,731,855 | I | See Footnotes(3)(5) | ||
| Common Stock | 02/19/2025 | S(6) | 2,629 | D | $0.7645 | 11,729,226 | I | See Footnotes(3)(5) | ||
| Common Stock | 02/19/2025 | X | 90,723 | A | $0.01 | 90,723 | I | See Footnotes(4)(5) | ||
| Common Stock | 02/19/2025 | S(7) | 1,186 | D | $0.7645 | 89,537 | I | See Footnotes(4)(5) | ||
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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 | ||||||||
| Warrants (Right to Buy) | $0.01 | 02/09/2023 | J(8) | 201,015(8) | 02/14/2024 | 05/22/2027 | Common Stock | 201,015(8) | (8) | 201,015 | I | See Footnotes(3)(5) | |||
| Warrants (Right to Buy) | $0.01 | 02/09/2023 | J(8) | 90,723(8) | 02/14/2024 | 05/22/2027 | Common Stock | 90,723(8) | (8) | 90,723 | I | See Footnotes(4)(5) | |||
| Warrants (Right to Buy) | $0.01 | 02/19/2025 | X | 201,015 | 02/14/2024 | 05/22/2027 | Common Stock | 201,015 | (8) | 0 | I | See Footnotes(3)(5) | |||
| Warrants (Right to Buy) | $0.01 | 02/19/2025 | X | 90,723 | 02/14/2024 | 05/22/2027 | Common Stock | 90,723 | (8) | 0 | I | See Footnotes(4)(5) | |||
| Warrants (Right to Buy)(9)(10) | $1.95 | (11) | 04/02/2029 | Common Stock | 7,277,201 | 4,478,278 | I | See Footnotes(3)(5) | |||||||
| Warrants (Right to Buy)(9)(10) | $1.95 | (11) | 04/02/2029 | Common Stock | 147,424 | 90,723 | I | See Footnotes(4)(5) | |||||||
| Warrants (Right to Buy)(9)(10) | $1.95 | (11) | 04/30/2032 | Common Stock | 7,277,201 | 4,478,278 | I | See Footnotes(3)(5) | |||||||
| Warrants (Right to Buy)(9)(10) | $1.95 | (11) | 04/30/2032 | Common Stock | 147,424 | 90,723 | I | See Footnotes(4)(5) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On February 19, 2025, the Issuer, Altisource S.a r.l. (the "Borrower"), STS Master Fund, Ltd., Deer Park 1850 Fund, LP, and other lenders that were party to an existing credit agreement (the "Credit Agreement") entered into an exchange agreement (the "Exchange Agreement"). Pursuant to the Exchange Agreement, STS Master Fund, Ltd. acquired 7,253,577 shares of the Issuer's common stock ("Shares") in exchange for $29,030,752.70 principal outstanding on its existing loan to the Borrower. The transaction involved an acquisition of Shares in connection with debt previously contracted. Accordingly, such transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 2. Deer Park 1850 Fund, LP sold its $13,102,332.43 principal outstanding under the Credit Agreement to a third-party prior to execution of the Exchange Agreement and thereby relinquished any right to acquire Shares under the Exchange Agreement. We are amending this Form 4 accordingly, to remove the acquisition of 3,273,728 Shares by Deer Park 1850 Fund, LP that was inadvertently reported in the original Form 4. |
| 3. These securities are held for the account of STS Master Fund, Ltd. Deer Park Road Management Company, LP ("Deer Park") serves as investment adviser to STS Master Fund, Ltd. |
| 4. These securities are held for the account of Deer Park 1850 Fund, LP. Deer Park serves as investment adviser to Deer Park 1850 Fund, LP. |
| 5. Deer Park Road Management GP, LLC ("DPRM") is the general partner of Deer Park. Each of Deer Park Road Corporation ("DPRC") and AgateCreek LLC ("AgateCreek") is a member of DPRM. Michael Craig-Scheckman is the Chief Executive Officer of each of Deer Park and DPRC and the majority owner of DPRC. Scott Edward Burg is the Chief Investment Officer of Deer Park and the sole member of AgateCreek. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Exchange Act or for any other purpose. |
| 6. On February 19, 2025, STS Master Fund, Ltd. exercised Penny Warrants (as defined in footnote 8 below) to purchase 201,015 Shares, for $0.01 per Share. STS Master Fund, Ltd. paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 2,629 Shares from STS Master Fund, Ltd. |
| 7. On February 19, 2025, Deer Park 1850 Fund, LP exercised Penny Warrants to purchase 90,723 Shares, for $0.01 per Share. Deer Park 1850 Fund, LP paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,186 Shares from Deer Park 1850 Fund, LP. |
| 8. On February 9, 2023, the Issuer, the Borrower, STS Master Fund, Ltd., Deer Park 1850 Fund, LP, and other lenders entered into Amendment No. 2 (the "Second Amendment") to the Credit Agreement. In connection with the Second Amendment, the lenders, including STS Master Fund, Ltd. and Deer Park 1850 Fund, LP, acquired the right to receive their pro rata share of penny warrants from the Issuer that, in the aggregate, could become exercisable on February 14, 2024, for at least 10.0% of the Shares outstanding at the time of the Second Amendment, with a possible increase to 15.99% or 19.99%, subject to the amount of par paydowns made by the Borrower pursuant to the Second Amendment prior to February 14, 2024 (the "Penny Warrants"). By February 14, 2024, the Borrower had made an aggregate $30 million in par paydowns, resulting in the lenders having Penny Warrants representing the right to 10.0% of the Shares outstanding at the time of the Second Amendment. |
| 9. On February 4, 2025, the Issuer announced a proposed issuance of warrants (the "Warrant Distribution") to holders of the Issuer's Shares, restricted share units ("RSUs"), and outstanding Penny Warrants (collectively, "Stakeholders") as of February 14, 2025 (the "Distribution Record Date"). Pursuant to the Warrant Distribution, each Stakeholder received (i) one warrant to purchase 1.625 Shares exercisable on a cash basis (the "Cash Warrants") and (ii) one warrant to purchase 1.625 Shares exercisable on a cashless basis (the "Net Settle Warrants") for each Share, RSU, and Share that could be acquired upon exercise of Penny Warrants held as of the Distribution Record Date. Each Cash Warrant and Net Settle Warrant entitles the holder thereof to purchase from the Issuer 1.625 Shares at an initial exercise price of $1.95 per Cash Warrant and Net Settle Warrant, with any fractional Shares rounded down to the nearest whole number. |
| 10. The Warrant Distribution was contingent upon approval by the Issuer's shareholders of certain proposals set forth in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 3, 2025, which approval was obtained on February 18, 2025. The Warrant Distribution occurred on April 3, 2025. The acquisition of Cash Warrants and Net Settle Warrants by the Reporting Persons pursuant to the Warrant Distribution is exempt from Section 16 pursuant to Rule 16a-9 under the Exchange Act. |
| 11. The initial exercise date of the Cash Warrants and Net Settle Warrants will be the later of (i) 90 days from the date the Cash Warrants and Net Settle Warrants were issued and (ii) the first date on which the VWAP (as defined in the Warrant Agent Agreement, the form of which was filed as Exhibit 4.2 to the Issuer's registration statement on Form S-1 filed with the SEC on January 31, 2025) of the Shares equals or exceeds the Implied Per Share Exercise Price (defined below) for a period of fifteen consecutive trading days. The Implied Per Share Exercise Price means the exercise price ($1.95 per Cash Warrant and Net Settle Warrant) divided by the exercise rate of the Cash Warrants and Net Settle Warrants (initially $1.625). |
| Remarks: |
| Ms. Hickok, Managing Director at Deer Park, serves on the Issuer's board of directors (the "Board") as a representative of Deer Park. By virtue of their representation on the Board, for purposes of Section 16 of the Exchange Act, the Reporting Persons are deemed to be directors by deputization of Ms. Hickok. |
| Deer Park Road Management Company, LP, By: /s/ Bradley W. Craig, Chief Operating Officer | 05/07/2025 | |
| Deer Park Road Management GP, LLC, By: /s/ Bradley W. Craig, Chief Operating Officer | 05/07/2025 | |
| Deer Park Road Corporation, By: /s/ Bradley W. Craig, attorney-in-fact for Michael Craig-Scheckman, Chief Executive Officer of Deer Park Corporation | 05/07/2025 | |
| AgateCreek LLC, By: /s/ Bradley W. Craig, attorney-in-fact for Scott Edward Burg, Sole Member of AgateCreek LLC | 05/07/2025 | |
| Michael Craig-Scheckman, By: /s/ Bradley W. Craig, attorney-in-fact for Michael Craig-Scheckman | 05/07/2025 | |
| Scott Edward Burg, By: /s/ Bradley W. Craig, attorney-in-fact for Scott Edward Burg | 05/07/2025 | |
| ** 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. | ||