| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/10/2012 |
3. Issuer Name and Ticker or Trading Symbol
Realogy Holdings Corp. [ RLGY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Class A Common Stock, par value $0.01 per share | 0(1) | D | |
| Class B Common Stock, par value $0.01 per share | 0(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: |
| 1. Mr. Kleinman is associated with Apollo Management, L.P. ("Apollo Management") and its affiliated investment managers, including Apollo Management VI, L.P. As the manager of Apollo Investment Fund VI, L.P. and other investment funds that hold shares of common stock of Realogy Holdings Corp. (the "Issuer"), Apollo Management VI, L.P. may be deemed to beneficially own the shares of the Issuer's common stock held by Apollo Investment Fund VI, L.P. and such other investment funds. This report does not include any securities of the Issuer that may be deemed to be beneficially owned by Apollo Management VI, L.P. or any other Apollo investment managers or advisors, and Mr. Kleinman disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Kleinman is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Exhibit 24.1 -- Power of Attorney of Scott M. Kleinman |
| /s/ Seth I. Truwit, Attorney-in-Fact for Scott M. Kleinman | 10/10/2012 | |
| ** 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. | ||
| 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 Number. | ||
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:
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(1)
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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;
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(2)
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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
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(3)
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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.
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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 October,
2012.
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By:
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/s/ Scott M. Kleinman
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Scott M. Kleinman
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