Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Esterman Michelle D.

(Last)

(First)

(Middle)

C/O ALTISOURCE PORTFOLIO SOLUTIONS S.A.

33, BOULEVARD PRINCE HENRI

(Street)

LUXEMBOURG

L-1724

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALTISOURCE PORTFOLIO SOLUTIONS S.A. [ ASPS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units⁽¹⁾	$0.0000	02/20/2024		A		57,139⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	57,139	$0.0000	57,139	D
Restricted Share Units⁽¹⁾	$0.0000	02/20/2024		A		19,072⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	19,072	$0.0000	19,072	D
Restricted Share Units⁽¹⁾	$0.0000	02/20/2024		A		19,072⁽⁵⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	19,072	$0.0000	19,072	D

Explanation of Responses:

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).

	/s/ Teresa L. Szupello, Attorney-in-Fact	02/22/2024
	** 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 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).
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