Amended Statement of Ownership (sc 13g/a)
14 Februar 2018 - 2:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.
1)
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Walter Investment Management Corp.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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93317W 10 2
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(CUSIP Number)
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December 31, 2017
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(Date of Event Which Requires Filing of this
Statement)
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Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
1
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 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
).
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1
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NAME OF REPORTING PERSON
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Raging Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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William C. Martin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON
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HC
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Item 1(a).
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Name of Issuer:
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Walter Investment Management Corp.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1100 Virginia Drive, Suite 100
Fort Washington, PA 19034
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Item 2(a).
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Name of Person Filing:
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This statement is filed by Raging
Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and William C. Martin. Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Raging Capital is the Investment
Manager of Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (“Raging Master”), in whose name the
Issuer’s Common Stock, $0.01 par value per share (the “Shares”), were held. William C. Martin is the Chairman,
Chief Investment Officer and Managing Member of Raging Capital. Raging Master has delegated to Raging Capital the sole authority
to vote and dispose of the securities held by Raging Master pursuant to an Investment Management Agreement, dated November 9, 2012,
as amended and restated on December 21, 2016 (the “IMA”). The IMA may be terminated by any party thereto effective
at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days’ written
notice. As a result, each of Raging Capital and William C. Martin may have been deemed to beneficially own the Shares previously
held by Raging Master.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of
each of Raging Capital and William C. Martin is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553.
Raging Capital is organized under
the laws of the State of Delaware. William C. Martin is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value per
share.
93317W 10 2
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
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/ /
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Not Applicable
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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/X/
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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/X/
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
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As of December
31, 2017, the Reporting Persons no longer beneficially owned any Shares of the Issuer.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
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See Item 2(a).
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1 to the Schedule
13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2017.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and 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.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
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Dated: February 14, 2018
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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/s/ Frederick C. Wasch
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Frederick C. Wasch as attorney-in-fact for William C. Martin
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Walter Investment Management Corp. (delisted) (NYSE:WAC)
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Walter Investment Management Corp. (delisted) (NYSE:WAC)
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