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 *
Kelleher Kevin J
  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, Cartus Corporation
(Last)
(First)
(Middle)
C/O REALOGY HOLDINGS CORP., 175 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2014
(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)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 11/07/2014   S   15,343 D $ 42.8481 (1) 33,938 D  
Common Stock, $0.01 par value 11/07/2014   M   18,000 A $ 27 51,938 D  
Common Stock, $0.01 par value 11/07/2014   S(2)   18,000 D $ 42.8531 (3) 33,938 D  
Common Stock, $0.01 par value 11/07/2014   M   6,500 A $ 17.5 40,438 D  
Common Stock, $0.01 par value 11/07/2014   S(2)   6,500 D $ 42.8415 (4) 33,938 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 27 11/07/2014   M     18,000 10/10/2013 10/10/2022 Common Stock, $0.01 par value 72,000 $ 0 36,000 D  
Employee Stock Option $ 17.5 11/07/2014   M     6,500 04/30/2013 04/30/2022 Common Stock, $0.01 par value 26,000 $ 0 13,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kelleher Kevin J
C/O REALOGY HOLDINGS CORP.
175 PARK AVENUE
MADISON, NJ 07940
      Pres/CEO, Cartus Corporation  

Signatures

 /s/ Seth I. Truwit, as attorney-in-fact for Kevin J. Kelleher   11/11/2014
**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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.84 to $42.86 inclusive. The reporting person undertakes to provide Realogy Holdings Corp., any security holder of Realogy Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in this footnote (1).
(2) A portion of the proceeds from the sale were used to pay the exercise price of stock options, pursuant to a broker-assisted cashless exercise, and applicable withholding taxes.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.84 to $42.855 inclusive. The reporting person undertakes to provide Realogy Holdings Corp., any security holder of Realogy Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in this footnote (3).
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.84 to $42.85 inclusive. The reporting person undertakes to provide Realogy Holdings Corp., any security holder of Realogy Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in this footnote (4).
 
Remarks:
Exhibit 24.1 - Power of Attorney of Kevin J. Kelleher.*  *Previously filed.

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