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
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*
Perelman Vadim

(Last) (First) (Middle)
1875 CENTURY PARK EAST, SUITE 700

(Street)
LOS ANGELES CA 90067

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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(1) 03/01/2016 S(7) 2,200 D $6.4873(4) 42,380 D
Common Stock(1) 03/17/2016 S(7) 2,700 D $6.5044(5) 39,680 D
Common Stock(1) 03/24/2016 S(7) 900 D $6.8925(6) 38,780 D
Common Stock(1) 04/12/2016 S(7) 500 D $7.882 38,280 D
Common Stock(1) 7,325,898 I By: Baker Street Capital L.P.(2)
Common Stock(1) 1,351,626 I By: Baskerville SPV, L.P.(3)
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
1. Name and Address of Reporting Person*
Perelman Vadim

(Last) (First) (Middle)
1875 CENTURY PARK EAST, SUITE 700

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baker Street Capital Management, LLC

(Last) (First) (Middle)
1875 CENTURY PARK EAST, SUITE 700

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baker Street Capital GP, LLC

(Last) (First) (Middle)
1875 CENTURY PARK EAST, SUITE 700

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baker Street Capital L.P.

(Last) (First) (Middle)
1875 CENTURY PARK EAST, SUITE 700

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baskerville SPV, L.P.

(Last) (First) (Middle)
1875 CENTURY PARK EAST, SUITE 700

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Baker Street Capital L.P. ("BSC LP"), Baskerville SPV, L.P. ("Baskerville SPV"), Baker Street Capital GP, LLC ("BSC GP"), Baker Street Capital Management, LLC ("Baker Street Capital Management") and Vadim Perelman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Perelman is also a director of the Issuer. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
2. Represents shares of Common Stock owned directly by BSC LP. BSC GP, as the general partner of BSC LP, may be deemed to beneficially own the shares owned by BSC LP. Baker Street Capital Management, as the investment manager of BSC LP, may be deemed to beneficially own the shares owned by BSC LP. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the shares owned by BSC LP.
3. Represents shares of Common Stock owned directly by Baskerville SPV. BSC GP, as the general partner of Baskerville SPV, may be deemed to beneficially own the shares owned by Baskerville SPV. Baker Street Capital Management, as the investment manager of Baskerville SPV, may be deemed to beneficially own the shares owned by Baskerville SPV. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the shares owned by Baskerville SPV.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.3067 to $6.5600. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, uponrequest, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.4700 to $6.5500. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, uponrequest, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 5 to this Form 4.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.8902 to $6.8960. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, uponrequest, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 6 to this Form 4.
7. Involuntary sale.
By: /s/ Vadim Perelman 08/09/2016
Baker Street Capital Management, LLC; By: /s/ Vadim Perelman, Managing Member 08/09/2016
Baker Street Capital GP, LLC; By: /s/ Vadim Perelman, Managing Member 08/09/2016
Baker Street Capital L.P.; By: /s/ Vadim Perelman, Managing Member of its General Partner 08/09/2016
Baskerville SPV, L.P.; By /s/ Vadim Perelman, Managing Member of its General Partner 08/09/2016
** 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.