Sec Form 4 Filing - STONEHILL CAPITAL MANAGEMENT LLC @ WCI Communities, Inc. - 2016-02-11

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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
STONEHILL CAPITAL MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
WCI Communities, Inc. [ WCIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
885 THIRD AVENUE, 30TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2016
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Restricted Stock Unit ( 1 ) 02/11/2016 A 5,306 ( 1 ) ( 1 ) See footnote ( 1 ) ( 1 ) $ 0 5,306 D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Rel ationships
Director 10% Owner Officer Other
STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X See Remarks
MOTULSKY JOHN
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X See Remarks
WILSON CHRISTOPHER E
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X
VARKEY THOMAS
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
See Remarks
Sacks Jonathan S
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
See Remarks
SISITSKY PETER
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
See Remarks
THOYER MICHAEL
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
See Remarks
Stern Michael Lenard
C/O STONEHILL CAPITAL MANAGEMENT LLC
855 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
See Remarks
Stonehill General Partner, LLC
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Paul Malek, Authorized Signatory 02/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See Exhibit 99.1
( 2 )See Exhibit 99.1
( 3 )See Exhibit 99.1

Remarks:
Solely for purposes of Section 16 of the Exchange Act, each of Stonehill Capital Management LLC ("Management") and Stonehill General Partner, LLC ("GP"), by virtue of their control of Stonehill Institutional Partners, L.P. ("Partners"), are directors-by-deputization by virtue of Partners' contractual right to designate one member of the board of directors of WCI Communities, Inc. ("WCIC"). Christopher Wilson, a managing member of GP and Management, is a member of WCIC's board of directors. The Power of Attorney given by each of Messrs. Motulsky, Wilson, Varkey, Sacks, Sisitsky, Thoyer and Stern was previously filed with the U.S. Securities & Exchange Commission on February 24, 2014 as an exhibit to a statement on Form 4 filed by Stonehill Capital Management LLC with respect to WCIC and is hereby incorporated by reference. Exhibit List: Exhibit 99.1 - Explanation of Responses. Exhibit 99.2 - Joint Filers' Information and Signatures.

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