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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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.
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)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2013
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 01/07/2013 S 100 D $47.16 456,866 D
Common Stock 01/07/2013 S 1,300 D $47.4312 455,566 D
Common Stock 01/07/2013 S 200 D $47.5588 455,366 D
Common Stock 01/07/2013 S 989 D $47.56 454,377 D
Common Stock 01/07/2013 S 1,100 D $47.57 453,277 D
Common Stock 01/07/2013 S 600 D $47.58 452,677 D
Common Stock 01/07/2013 S 200 D $47.59 452,477 D
Common Stock 01/07/2013 S 377 D $47.5953 452,100 D
Common Stock 01/07/2013 S 200 D $47.6 451,900 D
Common Stock 01/07/2013 S 534 D $47.6056 451,366 D
Common Stock 01/07/2013 S 100 D $47.64 451,266 D
Common Stock 01/07/2013 S 100 D $47.65 451,166 D
Common Stock 01/07/2013 S 200 D $47.655 450,966 D
Common Stock 01/07/2013 S 200 D $47.66 450,766 D
Common Stock 01/07/2013 S 125 D $47.668 450,641 D
Common Stock 01/07/2013 S 316 D $47.67 450,325 D
Common Stock 01/07/2013 S 100 D $47.695 450,225 D
Common Stock 01/07/2013 S 100 D $47.7 450,125 D
Common Stock 01/07/2013 S 759 D $47.72 449,366 D
Common Stock 01/07/2013 S 400 D $47.735 448,966 D
Common Stock 01/07/2013 S 100 D $47.74 448,866 D
Common Stock 01/07/2013 S 1,000 D $47.771 447,866 D
Common Stock 01/07/2013 S 200 D $47.78 447,666 D
Common Stock 01/07/2013 S 100 D $47.79 447,566 D
Common Stock 01/07/2013 S 300 D $47.7933 447,266 D
Common Stock 01/07/2013 S 100 D $47.81 447,166 D
Common Stock 01/07/2013 S 100 D $47.82 447,066 D
Common Stock 01/07/2013 S 700 D $47.8243 446,366 D
Common Stock 01/07/2013 S 741 D $47.8544 445,625 D
Common Stock 01/07/2013 S 35 D $47.86 445,590 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 December 8, 2010 the Reporting Person entered into a Rule 10b5-1 Plan, which was modified on June 5, 2012, 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 4, 2010 lapsed. The restrictions lapsed on January 4, 2013 and the RSUs were exchanged for shares of WIMC stock on January 7, 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. O'Brien 01/09/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.