Statement of Changes of Beneficial Ownership


FORM 4
[ X ] 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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bhatt Kevin
2. Issuer Name and Ticker or Trading Symbol

STONEGATE MORTGAGE CORP [ SGM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1120 AVENUE OF THE AMERICAS, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/31/2017
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   5/31/2017     D    7217379   (1) D $8.00   (2) (3) 0   I   See footnote   (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants   $18.00   5/31/2017     D         3906   (4)     (5) 5/15/2018   Common Stock   3906   $0.00   (5) 0   I   See footnote   (7)
Common Stock Warrants   $18.00   5/31/2017     D         238715   (6)     (5) 5/15/2018   Common Stock   238715   $0.00   (5) 0   I   See footnote   (7)

Explanation of Responses:
(1)  Includes (a) 6,930,757 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") currently held of record by Stonegate Investors Holdings, LLC, (b) 91,984 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners, LLC, (c) 104,691 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners I, LP, (d) 33,239 shares of Stonegate Common Stock currently held of record by Long Ridge Offshore Subsidiary Holdings, LLC, and (e) 56,708 restricted stock units (each, a "Stonegate RSU") granted to Long Ridge Capital Management, LP.
(2)  Pursuant to the Agreement and Plan of Merger, dated January 26, 2017 (the "Merger Agreement"), among Stonegate, Home Point Financial Corporation and Longhorn Merger Sub, Inc., upon completion of the merger as contemplated by the Merger Agreement, each share of Stonegate Common Stock held by the reporting person was converted into the right to receive $8.00 in cash (the "Merger Consideration").
(3)  Upon completion of the merger, each Stonegate RSU was converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Stonegate Common Stock subject to such Stonegate RSU immediately prior to completion of the merger and (ii) the Merger Consideration, less applicable tax withholdings.
(4)  Represents shares of Stonegate Common Stock available for immediate purchase at $18.00 per share (each, a "Stonegate Warrant") and held by Long Ridge Equity Partners, LLC pursuant to a warrant agreement, dated as of March 29, 2013, with Stonegate (the "Warrant Agreement").
(5)  The Stonegate Warrants were cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment because the exercise price of the Stonegate Warrants was greater than the Merger Consideration.
(6)  Represents Stonegate Warrants held by Stonegate Investors Holdings, LLC pursuant to the Warrant Agreement.
(7)  Messrs. Bhatt and Brown are each principals and officers of certain affiliates of Long Ridge Equity Partners, LLC, whose ownership is detailed in footnote (1) above. Each of Messrs. Bhatt and Brown may be deemed to be the beneficial owner of, and have control over, the Stonegate Common Stock and the Stonegate Warrants owned by Long Ridge Equity Partners, LLC and its affiliates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bhatt Kevin
1120 AVENUE OF THE AMERICAS
18TH FLOOR
NEW YORK, NY 10036
X X


Signatures
/s/ Kevin Bhatt 5/31/2017
** 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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