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*
Dixon Denmar John

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman and Exec. V.P.
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2013
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 01/23/2013 S 400 D $45.95 272,248 D
Common Stock 01/23/2013 S 400 D $45.96 271,848 D
Common Stock 01/23/2013 S 400 D $45.97 271,448 D
Common Stock 01/23/2013 S 433 D $46.01 271,015 D
Common Stock 01/23/2013 S 500 D $46.02 270,515 D
Common Stock 01/23/2013 S 1,100 D $46.0264 269,415 D
Common Stock 01/23/2013 S 700 D $46.0286 268,715 D
Common Stock 01/23/2013 S 67 D $46.03 268,648 D
Common Stock 01/23/2013 S 500 D $46.036 268,148 D
Common Stock 01/23/2013 S 750 D $46.04 267,398 D
Common Stock 01/23/2013 S 146 D $46.045 267,252 D
Common Stock 01/23/2013 S 700 D $46.0457 266,552 D
Common Stock 01/23/2013 S 500 D $46.046 266,052 D
Common Stock 01/23/2013 S 1,804 D $46.05 264,248 D
Common Stock 01/23/2013 S 1,600 D $46.06 262,648 D
Common Stock 01/23/2013 S 100 D $46.065 262,548 D
Common Stock 01/23/2013 S 400 D $46.07 262,148 D
Common Stock 01/23/2013 S 394 D $46.08 261,754 D
Common Stock 01/23/2013 S 1,006 D $46.09 260,748 D
Common Stock 01/23/2013 S 800 D $46.1 259,948 D
Common Stock 01/23/2013 S 1,366 D $46.11 258,582 D
Common Stock 01/23/2013 S 600 D $46.15 257,982 D
Common Stock 01/23/2013 S 34 D $46.16 257,948 D
Common Stock 01/23/2013 S 3,200 D $46.2 254,748 D
Common Stock 01/23/2013 S 100 D $46.22 254,648 D
Common Stock 01/23/2013 S 400 D $46.24 254,248 D
Common Stock 01/23/2013 S 186 D $46.25 254,062 D
Common Stock 01/23/2013 S 114 D $46.2525 253,948 D
Common Stock 01/23/2013 S 800 D $46.3 253,148 D
Common Stock 01/23/2013 S 200 D $46.31 252,948 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
Explanation of Responses:
Remarks:
On November 12, 2012 the Reporting Person entered into a Rule 10b5-1 Plan pursuant to which he instructed Merrill Lynch, Pierce, Fenner & Smith Incorporated to sell a sufficient number of shares of Walter Investment Management Corp. ("WIMC") stock to cover tax and medicare withholding obligations and related brokerage commissions and fees due at such time as the restrictions on an award of WIMC restricted stock units ("RSUs") granted to the Reporting Person on January 22, 2010 lapsed. The restrictions lapsed on January 22, 2013 and the RSUs were exchanged for shares of WIMC stock on January 23 and 24, 2013. The sales reflected in this Form 4 were in payment of the tax liability and related expenses incident to the settlement of the RSUs.
/S/ Stuart D. Boyd As Attorney-in-fact for Mr. Dixon 01/25/2013
** 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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