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

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^*

HIGH RIVER LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 4700

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WCI COMMUNITIES INC [ WCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2007

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)
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, par value $0.01 per share ("Common Stock")	01/10/2007		P		249,775⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾	A	$19.47	4,547,875⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	see footnotes 3, 4, 5⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	01/11/2007		P		115,000⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	A	$19.82	4,662,875⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	I	see footnotes 3, 4, 5⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	01/12/2007		P		1,433,300⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾	A	$20.43	6,096,175⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾	I	see footnotes 3, 4, 5⁽³⁾⁽⁴⁾⁽⁵⁾

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)
Commonly referred to as Total Return Swap ("TRS")	$19.45	01/10/2007		J⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾		205,853		⁽¹⁰⁾⁽¹¹⁾	12/17/2008	Common Stock	205,853	$19.45	5,330,453⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾	I	see footnotes 3, 4, 5, 10, 11⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾⁽¹¹⁾
TRS	$19.8	01/11/2007		J⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾⁽¹¹⁾⁽¹⁴⁾		96,600		⁽⁹⁾⁽¹⁰⁾	12/17/2008	Common Stock	96,600	$19.8	5,427,053⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁵⁾	I	see footnotes 3, 4, 5, 10, 11⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

HIGH RIVER LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 4700

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

Hopper Investments LLC

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

BARBERRY CORP.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

Icahn Partners Master Fund LP

(Last)

(First)

(Middle)

C/O WALKERS SPV LIMITED, P.O. BOX 908GT

87 MARY STREET

(Street)

GEORGE TOWN, GRAND CANYON

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

ICAHN OFFSHORE LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

CCI OFFSHORE CORP.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

ICAHN PARTNERS LP

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP.

77 FIFTH AVENUE, SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

ICAHN ONSHORE LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

ICAHN CARL C ET AL

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP.

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

1. Name and Address of Reporting Person^*

CCI ONSHORE CORP.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		see footnotes 1-15

Explanation of Responses:

1. Of these shares of Common Stock, par value $0.01 per share (the "Shares"), of WCI Communities, Inc. ("WCI"), High River Limited Partnership ("High River") directly beneficially owns 91,125 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 158,650 Shares.

2. Of these Shares, High River directly beneficially owns 950,745 Shares, Icahn Partners directly beneficially owns 1,682,572 Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914,558 Shares.

3. Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

4. Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

5. Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

6. Of these Shares, High River directly beneficially owns 42,320 Shares and Icahn Partners directly beneficially owns 72,680 Shares.

7. Of these Shares, High River directly beneficially owns 993,065 Shares, Icahn Partners directly beneficially owns 1,755,252 Shares and Icahn Master directly beneficially owns 1,914,558 Shares.

8. Of these Shares, High River directly beneficially owns 286,660 Shares and Icahn Partneres directly beneficially owns 1,146,640 Shares

9. Of these Shares, High River directly beneficially owns 1,279,725 Shares, Icahn Partners directly beneficially owns 2,901,892 Shares and Icahn Master directly beneficially owns 1,914,558 Shares.

10. Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II and the market value of such reference shares on the applicable termination date.

11. In addition, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

12. Under this Swap, Icahn Master has exposure with respect to 205,853 reference shares.

13. Under these Swaps, High River has exposure with respect to an aggregate of 1,024,920 reference shares, Icahn Partners has exposure with respect to an aggregate of 1,756,407 reference shares, and Icahn Master has exposure with respect to 2,549,126 reference shares.

14. Under this Swap, Icahn Master has exposure with respect to 96,600 reference shares.

15. Under these Swaps, High River has exposure with respect to an aggregate of 1,024,920 reference shares, Icahn Partners has exposure with respect to an aggregate of 1,756,407 reference shares, and Icahn Master has exposure with respect to 2,645,726 reference shares.

	CARL C. ICAHN	01/12/2007
	HIGH RIVER LIMITED PARTNERSHIP	01/12/2007
	HOPPER INVESTMENTS LLC	01/12/2007
	BARBERRY CORP.	01/12/2007
	ICAHN PARTNERS MASTER FUND LP	01/12/2007
	ICAHN OFFSHORE LP	01/12/2007
	CCI OFFSHORE CORP.	01/12/2007
	ICAHN PARTNERS LP	01/12/2007
	ICAHN ONSHORE LP	01/12/2007
	CCI ONSHORE CORP.	01/12/2007
	** 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.