t6322564b.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934*
 
(Amendment No. 4)
 
PHH Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
693320202
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[   ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)
 
*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 the 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 (the “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).
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  693320202
13G
Page    2                    of    8               Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Third Point LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o           
 
(b)   x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
5
SOLE VOTING POWER
 
0
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
 
 
 
 
CUSIP No.  693320202
13G
Page    3                    of    8               Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Daniel S. Loeb
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
 
(b)   x
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
5
SOLE VOTING POWER
 
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.0%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
 
CUSIP No.  693320202
13G
Page    4                    of    8               Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Third Point Offshore Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
 
(b)   x
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
5
SOLE VOTING POWER
 
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.0%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
 
CUSIP No.  693320202
13G
Page    5                    of    8               Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Third Point Advisors II L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
 
(b)   x
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
5
SOLE VOTING POWER
 
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.0%
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
 
This Amendment No. 4 to Schedule 13G (this "Amendment No. 4") is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”), of PHH Corporation, a corporation organized under the laws of the State of Maryland (the "Company"), to amend the Schedule 13G filed on November 24, 2008 (as amended by Amendment No. 1 thereto filed on January 5, 2009, Amendment No. 2 thereto filed on February 16, 2010, Amendment No. 3 thereto filed on February 11, 2011 and this Amendment No. 4, the "Schedule 13G"). This Amendment No. 4 is being filed to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and to report that none of the Reporting Persons beneficially own more than 5% of the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13G.
 
Item 4:                   Ownership:
 
Item 4 is hereby amended and restated as follows:
 
The beneficial ownership of Common Stock by the Reporting Persons, as of the date hereof, is as follows:
 
A. Third Point LLC
(a) Amount beneficially owned: -0-
(b) Percent of class: 0.0%.  The percentages used herein and in the rest of this Schedule 13G are calculated based on the 56,343,415 shares of Common Stock issued and outstanding as of October 21, 2011, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 2, 2011 for the quarterly period ended September 30, 2011.
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: -0-
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition:
         -0-
 
B. Daniel S. Loeb
(a) Amount beneficially owned: -0-
(b) Percent of class: 0.0%
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: -0-
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition:
         -0-
 
C. Third Point Offshore Master Fund, L.P.
(a) Amount beneficially owned: -0-
(b) Percent of class: 0.0%
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: -0-
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition:
         -0-
 
 
 
 
 
 
 
 
D. Third Point Advisors II L.L.C.
(a) Amount beneficially owned: -0-
(b) Percent of class: 0.0%
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: -0-
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition:
       -0-
 
Item 5:                  Ownership of Five Percent or Less of a Class:
 
Item 5 is hereby amended and restated as follows:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]
 
Item 10:                Certification:
 
Each of the Reporting Persons hereby makes the following certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
[Signatures on following page]
 
 
 
 
 
 
 
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.
 
 
Dated:  February 14, 2012
  
   
   
 
THIRD POINT LLC
   
 
By: Daniel S. Loeb, Chief Executive Officer
   
   
 
By:  /s/ William Song                                                
   
Name:  William Song
   
Title:    Attorney-in-Fact
   
   
 
THIRD POINT OFFSHORE MASTER FUND, L.P.
   
 
By:  Third Point Advisors II L.L.C., its general partner
 
By:  Daniel S. Loeb, Managing Director
   
   
 
By:  /s/ William Song                                              
   
Name:  William Song
   
Title:    Attorney-in-Fact
   
   
 
THIRD POINT ADVISORS II L.L.C.
   
 
By:  Daniel S. Loeb, Managing Director
   
   
   
 
By:  /s/ William Song                                             
   
Name:  William Song
   
Title:    Attorney-in-Fact
   
   
 
DANIEL S. LOEB
   
   
 
By:  /s/ William Song                                           
   
Name:  William Song
   
Title:    Attorney-in-Fact
 
 
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO SCHEDULE 13G
WITH RESPECT TO PHH CORPORATION]
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 

 
Exhibit 99.1:
Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song, Joshua L. Targoff, and Bruce Wilson, dated January 5, 2009, was previously filed with the SEC on January 5, 2009 as an exhibit to Amendment No. 1 to Schedule 13G filed by Third Point LLC, Third Point Offshore Fund, Ltd., Third Point Offshore Master Fund, L.P., Third Point Advisors II L.L.C. and Daniel S. Loeb with respect to PHH Corporation and is incorporated herein by reference.