Amendment No. 3 to Schedule 13G

0001193125-16-455072.txt : 20160209 0001193125-16-455072.hdr.sgml : 20160209 20160209134653 ACCESSION NUMBER: 0001193125-16-455072 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160209 DATE AS OF CHANGE: 20160209 GROUP MEMBERS: CHRISTOPHER WILSON GROUP MEMBERS: JOHN MOTULSKY GROUP MEMBERS: JONATHAN SACKS GROUP MEMBERS: MICHAEL STERN GROUP MEMBERS: MICHAEL THOYER GROUP MEMBERS: PETER SISITSKY GROUP MEMBERS: STONEHILL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: THOMAS VARKEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WCI Communities, Inc. CENTRAL INDEX KEY: 0001574532 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 270472098 STATE OF INCORPORATION: DE FISCAL YEAR END: 0609 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87937 FILM NUMBER: 161398619 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-947-2600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STONEHILL CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001266227 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVE STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 739 7474 MAIL ADDRESS: STREET 1: 885 THIRD AVE STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STONEHIL CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20031006 SC 13G/A 1 d131903dsc13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G Amendment No. 3 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

WCI Communities, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92923C807

(CUSIP Number)

December 31, 2015

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


CUSIP No.		Page 2 of 14 Pages


1	Names of Reporting Persons Stonehill Capital Management LLC
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IA

SCHEDULE 13G


CUSIP No.		Page 3 of 14 Pages


1	Names of Reporting Persons Stonehill Institutional Partners, L.P.
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,967,746
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,967,746
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,967,746
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) PN

SCHEDULE 13G


CUSIP No.		Page 4 of 14 Pages


1	Names of Reporting Persons John Motulsky
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G


CUSIP No.		Page 5 of 14 Pages


1	Names of Reporting Persons Christopher Wilson
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G


CUSIP No.		Page 6 of 14 Pages


1	Names of Reporting Persons Thomas Varkey
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G


CUSIP No.		Page 7 of 14 Pages


1	Names of Reporting Persons Jonathan Sacks
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G


CUSIP No.		Page 8 of 14 Pages


1	Names of Reporting Persons Peter Sisitsky
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G


CUSIP No.		Page 9 of 14 Pages


1	Names of Reporting Persons Michael Thoyer
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13G


CUSIP No.		Page 10 of 14 Pages


1	Names of Reporting Persons Michael Stern
2	Check the Appropriate Box If a Member of a Group (See Instructions) a ¨ b ¨
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned By Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 1,968,430
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,968,430
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,430
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented By Amount in Row (9) 7.6%
12	Type of Reporting Person (See Instructions) IN, HC


		Page 11 of 14 Pages


ITEM 1(a).	NAME OF ISSUER:

	WCI Communities, Inc.

ITEM 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

	24301 Walden Center Drive, Bonita Springs, FL 34134

ITEM 2(a).	NAME OF PERSON FILING:

	This initial filing of Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):

	(i) Stonehill Capital Management LLC (“Management”)
	(ii) Stonehill Institutional Partners, L.P. (“Fund”)
	(iii) John Motulsky (“Motulsky”)
	(iv) Christopher Wilson (“Wilson”)
	(v) Thomas Varkey (“Varkey”)
	(vi) Jonathan Sacks (“Sacks”)
	(vii) Peter Sisitsky (“Sisitsky”)
	(viii) Michael Thoyer (“Thoyer”)
	(ix) Michael Stern (“Stern”)

ITEM 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE:

	c/o Stonehill Capital Management LLC
	885 Third Avenue
	30^th Floor
	New York, NY 10022

ITEM 2(c).	CITIZENSHIP:

	Management:	Delaware limited liability company
	Fund:	Delaware limited partnership
	Motulsky:	US Citizen
	Wilson:	US Citizen
	Varkey:	US Citizen
	Sacks:	US Citizen
	Sisitsky:	US Citizen
	Thoyer:	US Citizen
	Stern:	US Citizen

ITEM 2(d).	TITLE OF CLASS OF SECURITIES:

	Common stock

ITEM 2(e).	CUSIP NUMBER:

	92923C 807

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C) CHECK WHETHER THE PERSON FILING IS A:

	Not applicable.

ITEM 4.	OWNERSHIP:

	The information in items 1 and 5 through 11 on the cover pages (pp. 2 -10) on this Schedule 13G is hereby incorporated by reference.


		Page 12 of 14 Pages



ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

		If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities check the following. ¨

ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

		Not applicable.

ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

		Not applicable.

ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:

		Not applicable.

ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:

		Not applicable.

ITEM 10.		CERTIFICATION

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


		Page 13 of 14 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2016


STONEHILL CAPITAL MANAGEMENT LLC*

By:		/s/ Paul D. Malek
		Paul D. Malek
		An Authorized Signatory of a Member


STONEHILL INSTITUTIONAL PARTNERS, L.P. *

By:		/s/ Paul D. Malek
		Paul D. Malek
		An Authorized Signatory of Stonehill General Partner, LLC, its general partner

JOHN MOTULSKY*

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for John Motulsky

CHRISTOPHER WILSON*

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Christopher Wilson

THOMAS VARKEY*

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Thomas Varkey

JONATHAN SACKS*

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Jonathan Sacks

PETER SISITSKY*

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Peter Sisitsky

MICHAEL THOYER*

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Michael Thoyer

MICHAEL STERN*

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Michael Stern

* The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes


		Page 14 of 14 Pages

EXHIBIT 1

AGREEMENT OF JOINT FILING

Stonehill Capital Management LLC, Stonehill Institutional Partners, L.P., John Motulsky, Christopher Wilson, Thomas Varkey, Peter Sisitsky, Michael Thoyer, Jonathan Sacks and Michael Stern hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.

Dated: February 9, 2016


STONEHILL CAPITAL MANAGEMENT LLC

By:		/s/ Paul D. Malek
		Paul D. Malek
		An Authorized Signatory of a Member


STONEHILL INSTITUTIONAL PARTNERS, L.P.

By:		/s/ Paul D. Malek
		Paul D. Malek
		An Authorized Signatory of Stonehill General Partner, LLC, its general partner

JOHN MOTULSKY

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for John Motulsky

CHRISTOPHER WILSON

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Christopher Wilson

THOMAS VARKEY

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Thomas Varkey

JONATHAN SACKS

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Jonathan Sacks

PETER SISITSKY

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Peter Sisitsky

MICHAEL THOYER

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Michael Thoyer

MICHAEL STERN

/s/ Paul D. Malek

Paul D. Malek

Attorney-in-Fact for Michael Stern