Sec Form 4 Filing - OBRIEN MARK J @ WALTER INVESTMENT MANAGEMENT CORP - 2013-01-07

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person OBRIEN MARK J 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board and CEO (Last) (First) (Middle) C/O WALTER INVESTMENT MANAGEMENT CORP., 3000 BAYPORT DRIVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2013 (Street) TAMPA, FL33607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/07/2013 S 100 D $ 47.16 456,866 D Common Stock 01/07/2013 S 1,300 D $ 47.4312 455,566 D Common Stock 01/07/2013 S 200 D $ 47.5588 455,366 D Common Stock 01/07/2013 S 989 D $ 47.56 454,377 D Common Stock 01/07/2013 S 1,100 D $ 47.57 453,277 D Common Stock 01/07/2013 S 600 D $ 47.58 452,677 D Common Stock 01/07/2013 S 200 D $ 47.59 452,477 D Common Stock 01/07/2013 S 377 D $ 47.5953 452,100 D Common Stock 01/07/2013 S 200 D $ 47.6 451,900 D Common Stock 01/07/2013 S 534 D $ 47.6056 451,366 D Common Stock 01/07/2013 S 100 D $ 47.64 451,266 D Common Stock 01/07/2013 S 100 D $ 47.65 451,166 D Common Stock 01/07/2013 S 200 D $ 47.655 450,966 D Common Stock 01/07/2013 S 200 D $ 47.66 450,766 D Common Stock 01/07/2013 S 125 D $ 47.668 450,641 D Common Stock 01/07/2013 S 316 D $ 47.67 450,325 D Common Stock 01/07/2013 S 100 D $ 47.695 450,225 D Common Stock 01/07/2013 S 100 D $ 47.7 450,125 D Common Stock 01/07/2013 S 759 D $ 47.72 449,366 D Common Stock 01/07/2013 S 400 D $ 47.735 448,966 D Common Stock 01/07/2013 S 100 D $ 47.74 448,866 D Common Stock 01/07/2013 S 1,000 D $ 47.771 447,866 D Common Stock 01/07/2013 S 200 D $ 47.78 447,666 D Common Stock 01/07/2013 S 100 D $ 47.79 447,566 D Common Stock 01/07/2013 S 300 D $ 47.7933 447,266 D Common Stock 01/07/2013 S 100 D $ 47.81 447,166 D Common Stock 01/07/2013 S 100 D $ 47.82 447,066 D Common Stock 01/07/2013 S 700 D $ 47.8243 446,366 D Common Stock 01/07/2013 S 741 D $ 47.8544 445,625 D Common Stock 01/07/2013 S 35 D $ 47.86 445,590 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OBRIEN MARK J C/O WALTER INVESTMENT MANAGEMENT CORP. 3000 BAYPORT DRIVE, SUITE 1100 TAMPA, FL33607 X Chairman of the Board and CEO Signatures /s/ Stuart D. Boyd as Attorney-In-Fact for Mr. O'Brien 01/09/2013 Signature of Reporting Person Date

Explanation of Responses:

Remarks: On December 8, 2010 the Reporting Person entered into a Rule 10b5-1 Plan, which was modified on June 5, 2012, pursuant to which he instructedMerrill Lynch, Pierce, Fenner & Smith Incorporated to sell a sufficient number of shares of Walter Investment ManagementCorp. ("WIMC") stock to cover tax and medicare withholding obligations and related brokerage commissions and fees due atsuch time as the restrictions on an award of WIMC restricted stock units ("RSUs") granted to the Reporting Person on January4, 2010 lapsed. The restrictions lapsed on January 4, 2013 and the RSUs were exchanged for shares of WIMC stock on January 7,2013. The sales reflected in this Form 4 were in payment of the tax liability and related expenses incident to the settlement of theRSUs.

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).

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