SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CAUTHEN CHARLES E

(Last) (First) (Middle)
C/O WALTER INVESTMENT MANAGEMENT CORP.
3000 BAYPORT DRIVE, SUITE 1100

(Street)
TAMPA FL 33607

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WALTER INVESTMENT MANAGEMENT CORP [ WAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2010
4. If Amendment, Date of 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
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 12/09/2010 M 10,000 A $13.37 324,189 D
Common Stock (1) 06/01/2010 P 26.5 A $16.36 324,215.5 D
Common Stock (1) 08/30/2010 P 27 A $16.49 324,242.5 D
Common Stock (1) 11/26/2010 P 27 A $17.21 324,269.5 D
Common Stock 12/09/2010 S 948.5 D $17.35 323,321 D
Common Stock 12/09/2010 S 7,635 D $17.36 315,686 D
Common Stock 12/09/2010 S 1,316 D $17.37 314,370 D
Common Stock 12/09/2010 S 100 D $17.38 314,270 D
Common Stock 12/09/2010 S 111 D $17.4 314,159 D
Common Stock 12/09/2010 S 300 D $17.42 313,859 D
Common Stock 12/09/2010 S 100 D $17.48 313,759 D
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 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: 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) $13.37 12/09/2010 M 10,000 (2) 05/19/2019 Common Stock 10,000 $0 40,000 D
Explanation of Responses:
1. Prior to April 17, 2009, the Reporting Person held Walter Energy, Inc. (f/k/a Walter Industries, Inc.) shares in the Walter Energy Employee Stock Purchase Plan ("Walter ESPP"). These shares were converted to Walter Investment Management Corp. ("WIMC") shares on or about April 17, 2009 in connection with the spin off of Walter Energy's mortgage servicing business and the merger of that business with Hanover Capital Mortgage Holdings, Inc.; however, the shares remained in the Walter ESPP. Dividends paid in 2010 on the WIMC shares in the Walter ESPP were automatically reinvested in WIMC shares, which shares are included in the shares being reported hereby. The Reporting Person disclaims any requirement to report these acquisitions under Section 16(a) of the Securities Exchange Act of 1934, and this footnote is included for informational purposes only.
2. 50,000 options were awarded to the Reporting Person on April 19, 2009. The options vest one third per year beginning on April 19, 2010.
/s/ Stuart D. Boyd as Attorney-in-Fact for Mr. Cauthen 12/10/2010
** 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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