FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WATERFIELD RICHARD D
2. Issuer Name and Ticker or Trading Symbol

White River Capital Inc [ RVR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

7221 ENGLE ROAD, SUITE 250
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2013
(Street)

FORT WAYNE, IN 46804
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/14/2013     D    10386   (1) (2) D $21.93   (1) 0   D  
 
Common Stock   2/14/2013     D    217357   (1) D $21.93   (1) 0   I   LLC Interest   (3)
Common Stock   2/14/2013     D    1505   (1) D $21.93   (1) 0   I   Holdings of Waterfield Foundation, Inc.   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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:
( 1)  Each share was cancelled pursuant to the terms of the Agreement and Plan of Merger dated November 15, 2012 by and among White River Capital, Inc. ("White River"), Coastal Credit Holdings, Inc., and Coastal Credit Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement") in exchange for a cash payment equal to the per share merger consideration ($21.93), as may be adjusted pursuant to the terms of the Merger Agreement.
( 2)  Amount includes 909 shares of restricted stock previously granted to Mr. Waterfield under the White River Capital, Inc. 2005 Stock Incentive Plan, which vested in full and were converted into the merger consideration as of February 14, 2013, the closing date of the merger between White River and Merger Sub.
( 3)  Shares held by Waterfield Capital LLC in which Mr. Waterfield is a voting member. Mr. Waterfield disclaims beneficial ownership of the portion of the reported shares in excess of his percentage economic interest in such entity.
( 4)  Shares held by Waterfield Foundation, Inc., of which Mr. Waterfield is an officer and director. Mr. Waterfield disclaims beneficial ownership of the shares held of record by Waterfield Foundation, Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WATERFIELD RICHARD D
7221 ENGLE ROAD
SUITE 250
FORT WAYNE, IN 46804
X



Signatures
/s/ Martin J. Szumski as attorney-in-fact for Richard D. Waterfield 2/14/2013
** 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 control number.
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