SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ESPE MATTHEW J (Last) (First) (Middle) C/O REALOGY HOLDINGS CORP. 175 PARK AVENUE (Street) MADISON NJ 07940 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2016	3. Issuer Name and Ticker or Trading Symbol REALOGY HOLDINGS CORP. [ RLGY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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)

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: 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

Explanation of Responses:

Remarks:

Exhibit 24.1 - Power of Attorney of Matthew J. Espe.

No securities are beneficially owned.

	/s/ Seth I. Truwit, as attorney-in-fact for Matthew J. Espe	08/03/2016
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

For Executing Forms 3, 4 and 5





KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each

of Marilyn J. Wasser, Seth Truwit and Jonathan Silver or any of them, each acting alone, his or

her true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned a Form 3, Form 4 or

Form 5, or any amendment thereto, relating to the securities of

Realogy Holdings Corp., in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete the execution of such

Form 3, Form 4 or Form 5, or any amendment thereto, and the timely

filing of such form with the United States Securities and Exchange

Commission and any other authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and

conditions as such attorney-in-fact may approve in his or her

discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and

perform all and every act and thing whatsoever requisite, necessary and proper to be done in the

exercise of any of the rights and powers herein granted, as fully to all intents and purposes as

such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all

that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of

Attorney and the rights and powers herein granted.  The undersigned acknowledges that each of

the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is

not assuming any of the undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934.  This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the

undersigned's holdings of and transactions in securities issued by Realogy Holdings Corp. unless

earlier revoked by the undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as

of this 1st day of August 2016.



  By  :/s/ Matthew J. Espe

  Matthew J. Espe