04/07/2025 | Press release | Distributed by Public on 04/07/2025 18:00
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants (Right to Buy)(2)(3) | (4) | 04/02/2029 | Common Stock | 8,692,474(2)(3) | $1.2(2)(3) | I | See Footnote(1) |
Warrants (Right to Buy)(2)(3) | (4) | 04/30/2032 | Common Stock | 8,692,474(2)(3) | $1.2(2)(3) | I | See Footnote(1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Benefit Street Partners LLC 1 MADISON AVENUE, SUITE 1600 NEW YORK, NY 10010 |
X |
/s/ Enrico Gallo, Authorized Signatory, Benefit Street Partners L.L.C. | 04/07/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | The securities reported herein are held by one or more private funds and accounts (the "BSP Funds") managed by Benefit Street Partners L.L.C. ("BSP"). BSP is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. As a result, BSP may be deemed to beneficially own the securities reported herein that are held by the BSP Funds. BSP disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
(2) | On April 3, 2025 (the "Distribution Date"), Altisource Portfolio Solutions S.A. (the "Issuer") distributed (the "Warrant Distribution") transferrable warrants ("Warrants") to holders (collectively, "Stakeholders") of the Issuer's common stock ("Shares"), restricted share units ("RSUs"), and outstanding penny warrants ("Penny Warrants") 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. |
(3) | Each Cash Warrant and Net Settle Warrant entitles the holder thereof to purchase from the Issuer 1.625 Shares, subject to certain adjustments, at an initial exercise price of $1.95 per Cash Warrant and Net Settle Warrant (initially equal to $1.20 per whole Share). BSP, on behalf of the BSP Funds, acquired the Warrants reported herein in a privately negotiated purchase transaction that was consummated prior to the Distribution Date from an entity that was a Stakeholder on the Distribution Record Date. The acquisition of Cash Warrants and Net Settle Warrants by the Reporting Person pursuant to the Warrant Distribution is exempt from Section 16 pursuant to Rule 16a-9 under the Exchange Act. |
(4) | The initial exercise date of the Cash Warrants and Net Settle Warrants will be the later of (i) July 2, 2025 and (ii) the first date on which the VWAP (as defined in the Warrant Agent Agreement, the form of which was filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 2, 2025) of the Shares equals or exceeds the Implied Per Share Exercise Price (as such term is defined in the Warrant Agent Agreement) of the Warrants, which is initially $1.20, for a period of fifteen consecutive trading days. |