Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Shepro William B
2. Issuer Name and Ticker or Trading Symbol
Altisource Portfolio Solutions S.A. [ASPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

2 RUE JEAN BERTHOLET
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
(Street)


LUXEMBOURG, N4 L-1233
4. If Amendment, Date Original Filed(Month/Day/Year)
02/16/2010
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
COMMON STOCK 08/10/2009   J(1) 24,871 (2) D $ 0 24,871 D  

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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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $ 8.8292 08/10/2009   J(1) 3,276   08/10/2009 01/31/2011 Common Stock
3,276
$ 8.8292 3,276
D
 
Employee Stock Options (Right to Buy) $ 14.974 08/10/2009   J(1) 13,334   08/10/2009 10/31/2011 Common Stock
13,334
$ 14.974 13,334
D
 
Employee Stock Options (Right to Buy) $ 6.9071 08/10/2009   J(1) 4,866   08/10/2009 01/31/2012 Common Stock
4,866
$ 6.9071 4,866
D
 
Employee Stock Options (Right to Buy) $ 8.352 08/10/2009   J(1) 6,577   08/10/2009 01/31/2012 Common Stock
6,577
$ 8.352 6,577
D
 
Employee Stock Options (Right to Buy) $ 2.2312 08/10/2009   J(1) 679   08/10/2009 01/31/2013 Common Stock
679
$ 2.2312 679
D
 
Employee Stock Options (Right to Buy) $ 3.3528 08/10/2009   J(1) 7,018   08/10/2009 01/31/2013 Common Stock
7,018
$ 3.3528 7,018
D
 
Employee Stock Options (Right to Buy) $ 7.3737 08/10/2009   J(1) 1,993   08/10/2009 01/31/2014 Common Stock
1,993
$ 7.3737 1,993
D
 
Employee Stock Options (Right to Buy) $ 12.8024 08/10/2009   J(1) 7,969   08/10/2009 01/31/2014 Common Stock
7,969
$ 12.8024 7,969
D
 
Employee Stock Options (Right to Buy) $ 9.5929 08/10/2009   J(1) 12,051   08/10/2009 01/31/2015 Common Stock
12,051
$ 9.5929 12,051
D
 
Employee Stock Options (Right to Buy) $ 11.5019 08/10/2009   J(1) 13,230     (3) 01/31/2016 Common Stock
13,230
$ 11.5019 13,230
D
 
Employee Stock Options (Right to Buy) $ 14.1746 08/10/2009   J(1) 9,459     (4) 05/10/2017 Common Stock
9,459
$ 14.1746 9,459
D
 
Employee Stock Options (Right to Buy) $ 9.5452 08/10/2009   J(1) 275,001     (5) 07/14/2018 Common Stock
275,001
$ 9.5452 275,001
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shepro William B
2 RUE JEAN BERTHOLET
LUXEMBOURG, N4 L-1233
  X     Chief Executive Officer  

Signatures

/s/ Kevin J. Wilcox, Attorney-in-Fact 07/13/2010
**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 shares of common stock and stock options were granted to the reporting person in connection with the separation and spin-off of Altisource Portfolio Solutions ("ASPS") from Ocwen Financial Corporation ("OCN"). In connection with the separation and spin-off, an aggregate of 24,871 shares of ASPS common stock and options to purchase an aggregate of 355,453 shares of ASPS common stock were granted to the reporting person.
(2) The Form 5 filed on February 16, 2010 for Mr. Shepro did not include 469 shares of ASPS common stock owned by Mr. Shepro.
(3) 10,584 were vested at the time of the separation and the remaining 2,646 vested on 1/31/2010.
(4) 5,675 were vested at the time of the separation, 1,892 vested on 12/31/2009 and the remaining 1,892 vest on 12/31/2010.
(5) The vesting schedule has a time-based component, in which 25% of the options vest in equal increments over four years, and a performance-based component, in which up to 75% of the options could vest in equal increments, with 25% vesting immediately upon the achievement of certain performance criteria related to ASPS' stock price and its annualized rate of return and the remaining 75% vesting over the next three years. Two-thirds of the performance-based options commence vesting if the stock price realizes a compounded annual gain of at least 20% over the exercise price, if the stock price is at least double the exercise price. The remaining third of such options commence vesting if the stock price realizes a 25% compounded annual gain, if it is at least triple the exercise price. Of the total time-based component options, 17,188 options were vested at the time of the separation. The remaining options vest in equal annual increments on July 14, 2010 through 2012.

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