Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ALTISOURCE PORTFOLIO SOLUTIONS S.A. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
L0175J104 (CUSIP Number) |
Peter C. Gyr UBS Asset Management (Americas) LLC, 787 Seventh Avenue New York, NY, 10019 212-713-3123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. | L0175J104 |
1 |
Name of reporting person
Credit Investments Group, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
19,739,088.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
22.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
(b) | Name of Issuer:
ALTISOURCE PORTFOLIO SOLUTIONS S.A. | |
(c) | Address of Issuer's Principal Executive Offices:
33, BOULEVARD PRINCE HENRI, L-1724 LUXEMBOURG CITY, GRAND DUCHY OF LUXEMBOURG,
LUXEMBOURG
, 50. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 26, 2025 (the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D") with respect to shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Issuer. Unless indicated ot
herwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Original Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
On February 4, 2025, the Board declared a proposed issuance of cash exercise warrants (the "Cash Exercise Warrants") to purchase 1.625 shares, subject to certain adjustments, of Common Stock and cashless exercise warrants ("Cashless Exercise Warrants" and together with the Cash Exercise Warrants, the "Warrants") to purchase 1.625 shares, subject to certain adjustments, of Common Stock to holders of shares of Common Stock, restricted share units or warrants to purchase shares of Common Stock (including the Client Accounts) in respect of each share of Common Stock, restricted share unit and share of Common Stock issuable upon exercise of such warrants, in each case held as of February 14, 2025.Pursuant to the terms of the Warrant Agent Agreement, dated as of March 31, 2025, by and between the Issuer and Equiniti Trust Company, LLC, as warrant agent (the "Warrant Agent Agreement"), on April 3, 2025, the Issuer issued an aggregate of 552,154 Cash Exercise Warrants and 552,154 Cashless Exercise Warrants to the Client Accounts. Each Warrant entitles the holder thereof to purchase from the Issuer 1.625 shares, subject to certain adjustments, of Common Stock at an exercise price of $1.95 per Warrant (initially equal to $1.20 per share of Common Stock).The Warrants may be exercised beginning on the later of (i) July 2, 2025 and (ii) the first date on which the VWAP (as defined in the Warrant Agent Agreement) of the shares of Common Stock equals or exceeds the Implied Per Share Exercise Price (as defined in the Warrant Agent Agreement) of the Warrants, which is initially $1.20, for a period of fifteen consecutive Trading Days (as defined in the Warrant Agent Agreement). The Cash Exercise Warrants, if not previously exercised or terminated, will expire on April 2, 2029. The Cashless Exercise Warrants, if not previously exercised or terminated, will expire on April 30, 2032.The Issuer has applied to list the Cash Exercise Warrants and the Cashless Exercise Warrants on the Nasdaq Global Select Market under the symbols, ASPSZ and ASPSW, respectively.The foregoing description of the Warrants and the Warrant Agent Agreement is only a summary and is qualified in its entirety by reference to the full text of the Warrant Agent Agreement (including the forms of Warrants attached thereto) filed hereto as Exhibit 99.1 and is incorporated herein by reference.On February 19, 2025, in connection with the entry into the Exchange Agreement and the issuance of the Debt Exchange Shares, the Reporting Person entered into that certain Director Nomination Agreement with the Issuer pursuant to which, among other things, (i) the Reporting Person may designate in writing one individual (the "Designee") for election to the Board and (ii) the Issuer shall, to the fullest extent permitted by applicable law, take all corporate actions necessary to cause the election of the Designee to the Board and to such committee of the Board as reasonably agreed by the Board and the Designee promptly following the election of the Designee to the Board.The Reporting Person has designated Wesley G. Iseley for election to the Board and the Issuer nominated Wesley G. Iseley for election to the Board at the annual general meeting of shareholders of the Issuer to be held on May 13, 2025.The Reporting Person intends to evaluate on an ongoing basis its investment in the Issuer and its options with respect to such investment. Depending on market conditions, an evaluation of the business and the prospect of the Issuer and other factors, the Reporting Person may, in its sole discretion, purchase additional shares of Common Stock, or other securities convertible into or exchangeable for shares of Common Stock, and/or other equity, debt, notes instruments or other securities of the Issuer, dispose of shares of Common Stock or such other securities from time to time in the open market, in privately negotiated transactions or otherwise, and/or otherwise change its intention with respect to any and all matters referred to in this Item 4.Except as set forth herein, the Reporting Person does not have, as of the date of this Schedule 13D, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The Client Accounts are the direct holders of an aggregate of 19,739,088 shares of Common Stock, constituting approximately 22.5% of the outstanding Common Stock. The foregoing percentage is calculated based on 87,582,129 shares of Common Stock issued and outstanding as of March 25, 2025 (excluding shares of Common Stock issuable upon exercise of the Cash Exercise Warrants and the Cashless Exercise Warrants, in each case issued to the Client Accounts and the other Lenders as of April 3, 2025), as reported by the Issuer on Amendment No. 1 to its Annual Report on Form 10-K, filed with the SEC on April 1, 2025. | |
(b) | See rows (7) through (10) of the cover page to this Schedule 13D, which are incorporated herein by reference. | |
(c) | Except as set forth in Item 3, the Client Accounts have not engaged in any transactions in shares of Common Stock during the past sixty days. | |
(d) | Except for the Client Accounts which are the direct holders of the Shares, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be beneficially owned by the Reporting Person. | |
(e) | Not Applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the information set forth in Item 4 above. | ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Warrant Agent Agreement (including forms of Warrants), dated as of March 31, 2025, by and between the Issuer and Equiniti Trust Company, as Warrant Agent (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on April 2, 2025) |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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