SEC FORM 4

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^*

OBRIEN MARK J

(Last)

(First)

(Middle)

C/O WALTER INVESTMENT MANAGEMENT CORP.

4211 W. BOY SCOUT BOULEVARD, 4TH FLOOR

(Street)

TAMPA

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)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2009		A		425⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	425	D
Common Stock	04/17/2009		A		513,860⁽³⁾	A	$0	514,285	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Received as merger consideration in exchange for limited liability company interests of Walter Investment Management LLC ("WIM LLC"), a Delaware limited liability company, in connection with the merger (the "Merger") of WIM LLC into the issuer pursuant to the Second Amended and Restated Agreement and Plan of Merger, dated as of February 6, 2009, among the issuer, WIM LLC, Walter Industries, Inc., a Delaware corporation ("Walter") and JWH Holding Company, LLC, a Delaware limited liability company, as amended February 17, 2009. As a result of the Merger, Hanover changed its name to Walter Investment Management Corp. ("WAC"). In the Merger, (i) each unit of limited liability company interest of WIM LLC was converted into approximately 0.2992812 shares of WAC common stock and (ii) every 50 shares of common stock, par value $0.01 per share, of Hanover outstanding prior to the Merger were combined into a single share of common stock of WAC.

2. Because of the complexity of the transactions preceding and culminating in the Merger, which involved the issuance of limited liability company interests of WIM LLC in two stages prior to the merger, and because the Reporting Person beneficially holds shares of WAC common stock in "street name" accounts into which shares of common stock of WAC have not yet, to the knowledge of the Reporting Person, been finally allocated, the amounts disclosed are the best estimates available after giving effect to the various transactions preceding and culminating in the Merger. The Reporting Person intends to file an amendment to this Form 4 in the event that the actual amount of WAC common stock received differs from the amount disclosed in this Form 4.

3. At the effective time of the merger, on April 17, 2009, the Reporting Person became entitled to receive, as soon as practicable after such time, 513,860 Restricted Stock Units (each an "RSU") corresponding to notional shares of common stock of WAC, determined in accordance with the formula set forth in the Merger Agreement, in consideration for the Reporting Person's efforts in connection with the Merger and related transactions. Each RSU shall be paid out with a single share of WAC common stock no earlier than April 17, 2012, with the specific vesting date to be established by WAC in connection with the formal grant of the RSUs.

	/s/ Stuart D. Boyd as Attorney-In-Fact for Mr. O'Brien	04/21/2009
	** 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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