ALTISOURCE ASSET MANAGEMENT CORPORATION (NYSEMKT:AAMC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ALTISOURCE ASSET MANAGEMENT CORPORATION (NYSEMKT:AAMC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers


(e)
Compensatory Arrangements

On January5, 2017, to the 2016 Employee Preferred Stock Plan (the
2016 Preferred Stock Plan) of Altisource Asset Management
Corporation (the Company), the Compensation Committee of the
Board of Directors granted 100shares of Series B Preferred Stock
(the Series B Preferred Stock) to George G. Ellison, Chief
Executive Officer of the Company, and 100 shares of Series C
Preferred Stock (the Series C Preferred Stock) to Stephen H.
Gray, General Counsel and Secretary of the Company. Each of
Mr.Ellison and Mr.Gray are eligible participants under the 2016
Preferred Stock Plan, which was approved by the Companys
stockholders at the 2016 Annual Meeting of Stockholders. Shares
of additional similar series of preferred stock were granted to
the Companys other U.S. Virgin Islands resident employees as
well.

Each of the preferred stock agreements (each, a Preferred Stock
Agreement) under which Mr.Ellison received his grant of SeriesB
Preferred Stock and under which Mr.Gray received his grant of
Series C Preferred Stock provide that the shares are subject to,
and shall be held by him in accordance with, the 2016 Preferred
Stock Plan and that he must not sell or otherwise dispose of such
shares of preferred stock other than sales back to the Company
upon termination of his employment for any reason, as required
under the 2016 Preferred Stock Plan.

The foregoing descriptions of the Preferred Stock Agreements with
each of Mr.Ellison and Mr.Gray are qualified in their entirety by
reference to the full text of the form of Preferred Stock
Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference. The terms of Series B Preferred
Stock held by Mr.Ellison and the Series C Preferred Stock held by
Mr.Gray are described below in Item5.03Amendment to Articles of
Incorporation or Bylaws; Change in the Fiscal Year which is
incorporated herein by reference.

Item5.03Amendment to Articles of Incorporation or Bylaws;
Change in the Fiscal Year

On December29, 2016, the Company filed Amended and Restated
Articles of Incorporation (the Amended and Restated Articles)
with the Office of the Lieutenant Governor, Division of
Corporations and Trademarks of the United States Virgin Islands.

The Amended and Restated Articles provide for the authorization
of 14 additional series of preferred stock, par value $0.01 per
share, of the Company, consisting of Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series G Preferred
Stock, Series H Preferred Stock, Series I Preferred Stock, Series
J Preferred Stock, Series K Preferred Stock, Series L Preferred
Stock, Series M Preferred Stock, Series N Preferred Stock and
Series O Preferred Stock (collectively, the New Preferred Stock),
and each series of New Preferred Stock shall consist of up to an
aggregate of 1,000shares.

The Amended and Restated Articles and the New Preferred Stock
were authorized in connection with the 2016 Preferred Stock Plan
that was approved by the Companys stockholders at the 2016 Annual
Meeting of Stockholders in order to induce certain employees to
become employed by and remain employees of the Company and any
future subsidiaries in the U.S. Virgin Islands and to provide
additional incentives for bona fide U.S. Virgin Islands resident
employees to promote the success of the Companys business. Awards
under the 2016 Preferred Stock Plan may be granted only to
employees of the Company or any of its U.S. Virgin Islands
subsidiaries who are bona fide residents of the U.S. Virgin
Islands. Only U.S. Virgin Islands resident employees are entitled
to receive the tax benefits of receiving shares of the New
Preferred Stock.

The rights, powers, preferences and restrictions of each series
of New Preferred Stock are identical in all respects other than
potentially different dividend entitlements per share, if any,
declared and paid by the Company. Each eligible U.S. Virgin
Islands resident participant in the 2016 Preferred Stock Plan who
receives shares is expected to receive grants of a different
series of New Preferred Stock. The rights, powers, preferences
and restrictions of each series of New Preferred Stock are
summarized as follows:

a. General. Each series of New Preferred Stock shall be
identical in all respects with the other shares in such series of
New Preferred Stock. No share of any series of New Preferred
Stock shall be convertible into any other class or series of
capital stock of the Company.

b. Voting. Except as otherwise set forth herein or
otherwise required by applicable law, each series of New
Preferred Stock shall not have any voting rights and powers, and
the consent of the holders thereof shall not be required for the
taking of any corporate action. The holders of each series of New
Preferred Stock may have voting rights with respect to any
amendment to the Amended and Restated Articles that affects the
rights, powers, preferences and restriction of such series.

c. Liquidation Preference. In the event of a
liquidation, dissolution, or winding up of the Company or a
Change of Control (as defined in the Amended and Restated
Articles) of the Company, before any payment or distribution of
the assets of the Company (whether capital or surplus) shall be
made or set apart for the payment to shares that rank junior to
such series of New Preferred Stock, the holders of such series of
New Preferred Stock shall be entitled to receive an amount in
cash equal to $10.00 per share. For purposes of the foregoing
liquidation preference of each series of New Preferred Stock,
such series (i)shall be pari passu with the common stock
of the Company and each other series of New Preferred Stock of
the Company and (ii)expressly shall be junior to the issued and
outstanding Series A Convertible Preferred Stock of the Company.

d. Dividends. The holders of each series of New
Preferred Stock shall have no rights to regular or ordinary
dividends, but shall have the right to payment of dividends as,
when and if declared by the Board of Directors of the Company;
provided that no dividend declared with respect to any series of
New Preferred Stock shall entitle any other holder of any other
class of common stock or preferred stock of the Company to a
dividend or distribution unless and until the Board of Directors
declares and pays any dividend or distribution to such other
class of common stock or preferred stock of the Company.

e. Restrictions on Transfer; Ownership Requirements.
Each holder of a series of New Preferred Stock shall not sell or
otherwise dispose of such series of New Preferred Stock other
than the sale back to the Company upon termination of his or her
employment with the Company for any reason. All shares of each
series of New Preferred Stock must be sold back to the Company by
the employee immediately upon the termination of his or her
employment with the Company at a price of $10.00 per share.

The foregoing descriptions of the Amended and Restated Articles
are qualified in their entirety by reference to the full text of
the Amended and Restated Articles, which are attached hereto as
Exhibit 3.1 and incorporated herein by reference. The foregoing
descriptions of the 2016 Preferred Stock Plan are qualified in
their entirety to the full text of the 2016 Preferred Stock Plan,
which was attached as Appendix A to the Companys proxy statement
on Schedule 14A, filed with the Securities and Exchange
Commission on April22, 2016, which is incorporated herein by
reference.

Item9.01Financial Statements and Exhibits


(d)
Exhibits


3.1
Amended and Restated Articles of Incorporation of Altisource
Asset Management Corporation.


10.1
Form of Preferred Stock Agreement under 2016 Employee
Preferred Stock Plan


About ALTISOURCE ASSET MANAGEMENT CORPORATION (NYSEMKT:AAMC)

Altisource Asset Management Corporation provides asset management and corporate governance services to institutional investors. The Company’s primary client is Altisource Residential Corporation (Residential). The Company operates through segment, which is focused on providing asset management and certain corporate governance services to Residential. Its business strategy is to provide asset management services to Residential to generate cash available for distribution to its shareholders and thereby growing its earnings, and develop additional investment strategies and vehicles. Residential is a public real estate investment trust (REIT) that acquires and manages single-family rental properties by acquiring sub-performing and non-performing mortgage loans throughout the United States. In addition to providing services to Residential, it also provides management services to NewSource Reinsurance Company Ltd., which is an insurance and reinsurance company.

ALTISOURCE ASSET MANAGEMENT CORPORATION (NYSEMKT:AAMC) Recent Trading Information

ALTISOURCE ASSET MANAGEMENT CORPORATION (NYSEMKT:AAMC) closed its last trading session up +1.00 at 59.00 with 3,840 shares trading hands.

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