Statement of Changes in Beneficial Ownership (4)
September 08 2017 - 5:26PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Perelman Vadim
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2. Issuer Name
and
Ticker or Trading Symbol
WALTER INVESTMENT MANAGEMENT CORP
[
WAC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1875 CENTURY PARK EAST, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/6/2017
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(Street)
LOS ANGELES, CA 90067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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9/6/2017
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M
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90278
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A
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(2)
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128558
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D
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Common Stock
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7325898
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I
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By Baker Street Capital L.P.
(3)
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Common Stock
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1351626
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I
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By Baskerville SPV, L.P.
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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9/6/2017
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A
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90278
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(2)
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(2)
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Common Stock
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90278
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$0.00
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90278
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D
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Restricted Stock Units
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(2)
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9/6/2017
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M
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90278
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(2)
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(2)
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Common Stock
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90278
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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Restricted Stock Units ("RSUs"), granted pursuant to Issuer's 2017 Omnibus Incentive Plan, convert into Common Stock on a one-for-one basis. RSUs vest and are settled immediately upon grant.
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(3)
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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.
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(4)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Perelman Vadim
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA 90067
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X
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X
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Baker Street Capital Management, LLC
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA 90067
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X
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Baker Street Capital GP, LLC
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA 90067
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X
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Baker Street Capital L.P.
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA 90067
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X
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Baskerville SPV, L.P.
1875 CENTURY PARK EAST, SUITE 700
LOS ANGELES, CA 90067
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X
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Signatures
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/s/ Vadim Perelman
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9/8/2017
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**
Signature of Reporting Person
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Date
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Baker Street Capital Management, LLC, By: /s/ Vadim Perelman, Managing Member
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9/8/2017
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Signature of Reporting Person
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Date
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Baker Street Capital GP, LLC, By: /s/ Vadim Perelman, Managing Member
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9/8/2017
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**
Signature of Reporting Person
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Date
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Baker Street Capital L.P., By: /s/ Vadim Perelman, Managing Member
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9/8/2017
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**
Signature of Reporting Person
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Date
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Baskerville SPV, L.P, By: /s/ Vadim Perelman, Managing Member
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9/8/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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