Edgar Filing: REALOGY HOLDINGS CORP.

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Perriello III Alexander E

2. Issuer Name and Ticker or Trading Symbol
REALOGY HOLDINGS CORP. [RLGY]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Pres/CEO, RLGY Franchise Group

(Last)

(First)

(Middle)

C/O REALOGY HOLDINGS CORP., 175 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2013

(Street)

MADISON, NJ 07940

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Common Stock, $0.01 par value	07/22/2013		A		38,290 ⁽¹⁾	A	$ 47.57	78,732	D
Common Stock, $0.01 par value	07/22/2013		F		19,854 ⁽²⁾	D	$ 47.57	58,878	D
Common Stock, $0.01 par value	07/22/2013		A		5,743 ⁽³⁾	A	$ 0	64,621	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Perriello III Alexander E C/O REALOGY HOLDINGS CORP. 175 PARK AVENUE MADISON, NJ 07940			Pres/CEO, RLGY Franchise Group

Signatures

/s/ Seth I. Truwit, as attorney-in-fact for Alexander E. Perriello, III		07/24/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Represents fully vested shares issued under the 2012 Long Term Incentive Plan pursuant to the Realogy Group LLC Phantom Value Plan ("PVP"), prior to the withholding of shares to pay applicable withholding taxes described in footnote (2). Pursuant to the terms of the PVP, the Reporting Person elected to receive stock in lieu of cash payable under the PVP.
(2)	These shares were withheld in order to pay applicable withholding taxes upon issuance of the shares described in footnote (1).
(3)	Represents shares issued under the 2012 Long Term Incentive Plan under a restricted stock award agreement. The shares were issued pursuant to the terms of the PVP and the Reporting Person's election to receive stock in lieu of cash thereunder described in footnote (1)
Remarks: Exhibit 24.1 - Power of Attorney.* *Previously filed.

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