Edgar Filing: MINDICH JEREMY

Ownership Submission

FORM 3

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SCOPIA FUND MANAGEMENT, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
09/06/2012

3. Issuer Name and Ticker or Trading Symbol
PHH CORP [PHH]

(Last)

(First)

(Middle)

152 WEST 57TH STREET,Â 33RD FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾ ⁽²⁾	4,999,031	I	See Footnote ⁽³⁾
Common Stock ⁽¹⁾ ⁽²⁾	30,000	I	By Matthew Sirovich

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior convertible notes ⁽¹⁾ ⁽²⁾	09/06/2012	06/15/2017	Common Stock	1,955,035	$ 12.79	I	See Footnotes ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCOPIA FUND MANAGEMENT, LLC 152 WEST 57TH STREET 33RD FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
MINDICH JEREMY C/O SCOPIA FUND MANAGEMENT, LLC 152 WEST 57TH STREET, 33RD FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
SIROVICH MATTHEW C/O SCOPIA FUND MANAGEMENT, LLC 152 WEST 57TH STREET, 33RD FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

Scopia Fund Management LLC; By /s/ Jeremy Mindich, Managing Director of the Managing Member		09/14/2012
^**Signature of Reporting Person		Date
/s/ Jeremy Mindich		09/14/2012
^**Signature of Reporting Person		Date
/s/ Matthew Sirovich		09/14/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This Form 3 is filed jointly by Scopia Fund Management LLC ("Scopia Management"), Matthew Sirovich and Jeremy Mindich. The securities reported in this Form 3 are held in the accounts of several investment funds and managed accounts (together, the "Investment Vehicles") for which Scopia Management serves as the investment manager and each of which individually owns less than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Persons are filing this report because each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock.
(2)	Each Reporting Person disclaims beneficial ownership of the reported securities 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 securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3)	Shares are held in the accounts of the Investment Vehicles. Each of Scopia Management, as the investment manager of the Investment Vehicles, and Messrs. Sirovich and Mindich, as the control persons of Scopia Management, may be deemed to beneficially own the securities held by the Investment Vehicles.
(4)	The senior convertible notes reported on Table II of this Form 3 as of September 6, 2012 became convertible within 60 days.

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