UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~July~~February 2226, ~~2013~~2016 (~~July~~February 1625, ~~2013~~2016)

Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35674

20-8050955

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware		333-~~179896~~148153		20-4381990
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

175 Park Avenue
Madison, NJ		07940
(Address of Principal Executive Offices)		(Zip Code)

175 Park Avenue

Madison, NJ 07940

(Address of principal executive offices) (Zip Code)

(973) 407-2000

(Registrant’s telephone number, including area code)

None

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~July~~February 1625, ~~2013~~2016, Realogy Holdings Corp., a Delaware corporation (the “Company”), ~~entered~~Realogy ~~into~~Group anLLC, ~~underwriting~~a ~~agreement~~Delaware (limited liability company and the Company’s indirect, wholly-owned subsidiary (“~~Underwriting~~Realogy ~~Agreement~~Group”) ~~with Goldman~~, ~~Sachs &~~Realogy Co-Issuer Corp., a Florida corporation and ~~J.P.~~the ~~Morgan Securities~~Company’s ~~LLC~~indirect, aswholly-owned ~~underwriter~~subsidiary (~~collectively~~the “Co-Issuer” and, together with Realogy Group, the “~~Underwriters~~Issuers”), and the ~~selling~~subsidiary ~~stockholders~~guarantors named intherein ~~Schedule~~entered Binto ~~thereto~~a ~~(collectively,~~Purchase ~~the~~Agreement (the “~~Selling~~Purchase ~~Stockholders~~Agreement”) with the several initial purchasers named in Schedule A thereto, relating to the ~~public~~sale ~~offering~~by the Issuers of ~~25,125,070~~$250 ~~shares~~million aggregate principal amount of the Issuers’ 5.250% senior notes due 2021 at an issue price of ~~Company~~100.25% of the principal amount (the “Notes”). The Notes will be issued under the same indenture as the $300 million aggregate principal amount of Realogy Group’s ~~common~~5.250% ~~stock~~senior notes due 2021 issued on November 21, ~~par~~2014 ~~value~~(the “Existing $05.01250% ~~per~~Senior ~~share~~Notes”). The Notes will have identical terms, byother than the ~~Selling~~issue ~~Stockholders~~date, atthe anissue ~~offering~~ price and the first interest payment date, and will constitute part of ~~$47~~the same series as the Existing 5.57250% ~~per~~Senior ~~share~~Notes. The Notes will have the same CUSIP numbers as the Existing 5.250% Senior Notes, except for the Notes sold pursuant to Regulation S which will, on the 40th day following the issue date of the Notes, have the same CUSIP numbers. The Notes that have the same CUSIP numbers as the Existing 5.250% Senior Notes are expected to be fungible with the Existing 5.250% Senior Notes.

The ~~Underwriting~~Notes ~~Agreement~~will be ~~includes~~issued ~~customary~~in ~~representations,~~a ~~warranties~~private ~~and~~offering ~~covenants~~that byis ~~the~~exempt ~~Company~~from ~~and~~ the ~~Selling~~registration ~~Stockholders.~~requirements ~~It also~~of ~~provides~~the ~~for~~Securities ~~customary~~Act ~~indemnification by each~~ of ~~the Company~~1933, ~~the~~as ~~Selling~~amended ~~Stockholders and~~ (the ~~Underwriters~~“Securities ~~against~~Act”) ~~certain~~to ~~liabilities~~qualified ~~and~~institutional ~~customary~~buyers ~~contribution provisions~~ in ~~respect~~accordance ofwith ~~those~~Rule ~~liabilities.~~144A ~~The~~and ~~foregoing~~to ~~description~~persons outside of the ~~material~~United ~~terms~~States ofpursuant ~~the Underwriting Agreement is qualified in its entirety by reference~~ to ~~the~~Regulation ~~full~~S ~~text~~under of the ~~Underwriting~~Securities ~~Agreement, which is filed herewith as Exhibit 1~~Act.1 ~~and is incorporated herein by reference.~~

The ~~Company~~Notes will ~~not~~be ~~receive~~guaranteed ~~any~~on ~~proceeds~~an ~~from~~unsecured ~~the~~senior ~~sale~~basis by each of Realogy ~~shares~~Group’s bydomestic subsidiaries (other than the ~~Selling~~Co-Issuer) ~~Stockholders.~~that ~~The~~is ~~Company~~a ~~will~~guarantor ~~pay~~under ~~the~~its ~~expenses,~~senior ~~other than~~secured ~~underwriting~~credit ~~discounts~~facilities and ~~commissions,~~its ~~associated~~outstanding ~~with~~senior ~~the~~notes. ~~sale~~The ofNotes ~~shares~~will also be guaranteed by the ~~selling~~Company ~~stockholders~~on an unsecured senior subordinated basis. The ~~offering~~Notes iswill ~~being~~be ~~made~~effectively ~~pursuant~~subordinated to ~~the~~all ~~Company~~of Realogy Group’s ~~effective~~existing ~~shelf~~and ~~registration~~future ~~statement~~senior onsecured ~~Form~~debt, ~~S-3~~including ~~(File~~its ~~No. 333-187816),~~senior ~~as amended,~~secured ~~initially~~credit ~~filed~~facilities, ~~with~~to the ~~Securities~~extent ~~and~~of ~~Exchange~~the ~~Commission~~value onof ~~April 9,~~the ~~2013,~~assets ~~and~~securing ~~the~~such ~~related~~debt. Subject ~~prospectus~~to ~~supplement~~customary ~~and~~closing ~~accompanying~~conditions, ~~prospectus.~~the ~~The~~sale ~~offering~~of the Notes is expected to close on or about ~~July~~March 221, ~~2013, subject to customary closing conditions~~2016.

~~Item~~The 5Purchase Agreement contains customary representations, warranties and agreements by the Issuers and the guarantors.02 ~~Departure~~In ofaddition, ~~Directors~~the Issuers and the guarantors have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or ~~Certain~~to ~~Officers;~~contribute ~~Election~~to payments the initial purchasers may be required to make in respect of ~~Directors;~~those ~~Appointment~~liabilities. Furthermore, the Issuers and the guarantors have agreed with the initial purchasers not to offer or sell any similar debt securities for a period of ~~Certain~~60 ~~Officers;~~days ~~Compensatory~~after ~~Arrangements~~the closing date without the prior written consent of ~~Certain~~the ~~Officers~~initial purchasers.

~~In connection with the offering described above, on July 16, 2013, Travis W. Hennings and M. Ali Rashid~~The ~~resigned from the Board of Directors of the~~ Company, ~~subject~~intends to ~~and~~use ~~effective upon~~ the ~~closing~~net ofproceeds from the offering. ~~Mr. Hennings, who was appointed by funds affiliated with Apollo Global Management LLC, served as a Director~~ of the ~~Company~~Notes ~~since October~~of ~~2012.~~approximately ~~Mr. Rashid,~~$247 ~~who~~million ~~was~~to ~~appointed~~temporarily byreduce ~~funds~~outstanding ~~affiliated~~borrowings ~~with~~under ~~Apollo~~its ~~Global~~revolving ~~Management~~credit ~~LLC,~~facility ~~served~~and asfor aworking ~~Director~~capital ~~of the Company since April 2007. As a result~~purposes, ~~the~~prior ~~Board~~to ofusing ~~Directors~~such ofnet ~~the~~proceeds to ~~Company~~retire ~~will~~a ~~consist~~portion of ~~five~~its ~~independent directors,~~outstanding ~~the Company’s Chairman and Chief Executive Officer, and one non-management director who is not independent~~3.375% ~~The~~Senior ~~Company~~Notes ~~continues~~due to2016 ~~consider~~at ~~potential~~maturity ~~candidates~~in ~~for~~May ~~inclusion on its Board of Directors as additional independent directors~~2016.

Mr. Hennings’ and Mr. Rashid’s resignations are not the result of any dispute or disagreement with the Company or any of its subsidiaries.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
ExhibitNumber		Exhibit
1.1		Underwriting Agreement, dated as of July 16, 2013, by and among the Company, Goldman, Sachs & Co. and J.P. Morgan Securities LLC, and the selling stockholders named in Schedule B thereto.
99.1		Press Release issued February 25, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALOGY ~~HOLDINGS~~GROUP ~~CORP.~~LLC By: /s/ ANTHONY E. HULL Anthony E. Hull, ~~Name~~Executive Vice President, Chief Financial Officer and Treasurer REALOGY HOLDINGS CORP. By: /s/ ANTHONY E. HULL Anthony E. Hull, ~~Title:~~ Executive Vice President, Chief Financial Officer and Treasurer

Date: ~~July 22~~February 26, ~~2013~~2016

~~REALOGY~~INDEX ~~GROUP~~TO ~~LLC~~EXHIBITS ~~By: /s/ Anthony E. Hull Name: Anthony E. Hull Title: Executive Vice President, Chief Financial Officer and Treasurer~~

Date: July 22, 2013


Exhibit Number		Exhibit

99.1		Press Release issued February 25, 2016.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of July 16, 2013, by and among the Company, Goldman, Sachs & Co. and J.P. Morgan Securities LLC, and the selling stockholders named in Schedule B thereto.

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