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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units (1) | $ 0 | 02/20/2024 | A | 57,139 (2) | (2) | (2) | Common Stock | 57,139 | $ 0 | 57,139 | D | ||||
| Restricted Share Units (1) | $ 0 | 02/20/2024 | A | 19,072 (3) | (4) | (4) | Common Stock | 19,072 | $ 0 | 19,072 | D | ||||
| Restricted Share Units (1) | $ 0 | 02/20/2024 | A | 19,072 (5) | (6) | (6) | Common Stock | 19,072 | $ 0 | 19,072 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Esterman Michelle D. C/O ALTISOURCE PORTFOLIO SOLUTIONS S.A. 33, BOULEVARD PRINCE HENRI LUXEMBOURG, N4 L-1724 |
Chief Financial Officer | |||
| /s/ Teresa L. Szupello, Attorney-in-Fact | 02/22/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each restricted share unit ("RSU") represents a contingent right to receive one share of Altisource Portfolio Solutions S.A. ("ASPS") common stock. |
| (2) | Ms. Esterman was granted 57,139 RSUs based on the 30-day average closing share price of ASPS common stock preceding the grant date of February 20, 2024. The RSUs were granted to Ms. Esterman as annual incentive compensation for the 2023 service year ("2023 Annual Incentive Compensation") based upon the Board approved bonus pool funding level and her personal scorecard performance. Altisource determined to pay 100% of the 2023 Annual Incentive Compensation in RSUs; 80% of the RSUs will vest on the first anniversary of the February 20, 2024 grant date (i.e., February 20, 2025) and the remaining 20% of the RSUs will vest on the second anniversary of the grant date (i.e., February 20, 2026). |
| (3) | On February 20, 2024, Ms. Esterman was granted 19,072 time-based RSUs under the Altisource 2024 Long Term Incentive Plan ("LTIP"). |
| (4) | The time-based RSUs are scheduled to vest in three equal installments on the first three anniversaries of the grant date (i.e., February 20, 2025; February 20, 2026 and February 20, 2027). |
| (5) | On February 20, 2024, Ms. Esterman was granted 19,072 performance-based RSUs under the Altisource 2024 LTIP. |
| (6) | The performance-based RSUs vest following the third anniversary of the Grant Date (i.e., February 20, 2027) subject to the level of achievement described herein. The number of performance-based RSUs that will vest is based on (i) Company performance against designated financial metrics, as established by the Compensation Committee, for each year during the 2024 - 2026 performance period (the "Performance Period") (which performance may increase or decrease the number of RSUs), and (ii) Total Shareholder Return compared to the Russell 2000 Index over the Performance Period (which performance may further increase or decrease the number of RSUs). |