Sec Form 4 Filing - STONEHILL CAPITAL MANAGEMENT LLC @ WCI Communities, Inc. - 2015-04-21

Insider filing report for Changes in Beneficial Ownership
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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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
885 THIRD AVENUE, 30TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2015
(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
Common Stock, par value $0.01 per share ("Common Stock") 04/21/2015 S( 1 ) 1,795,531 D $ 22.75 4,835,526 I ( 2 ) ( 3 ) By Stonehill Institutional Partners, L.P.
Common Stock 77,442 I ( 2 ) ( 3 ) By Stonehill Master Fund Ltd.
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
STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X X
Stonehill General Partner, LLC
C/O 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
WILSON CHRISTOPHER E
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X X
TEETSEL WAYNE
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
X
Sacks Jonathan S
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X
SISITSKY PETER
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X
THOYER MICHAEL
C/O STONEHILL CAPITAL MANAGEMENT LLC
885 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10022
X
Stern Michael Lenard
C/O STONEHILL CAPITAL MANAGEMENT LLC
855 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY12779
X
Signatures
STONEHILL CAPITAL MANAGEMENT LLC, By: /s/ Paul Malek, Authorized Signatory 04/23/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See Exhibit 99.1
( 2 )See Exhibit 99.1
( 3 )See Exhibit 99.1

Remarks:
Exhibit List:Exhibit 99.1 - Explanation of ResponsesExhibit 99.2 - Joint Filers' Information and SignaturesStonehill Institutional Partners, L.P., a Delaware limited partnership ("Partners"), and Stonehill Master Fund, Ltd., a Cayman Islands exempted company ("Master"), are the direct holders of the shares reported herein. Due to the limitations on the number of reporting persons that may be included on a single Form 4, Partners is reporting the subject transaction and its beneficial ownership on a separate Form 4. The Power of Attorney given by each of Messrs. Motulsky, Wilson, Teetsel, 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. Solely for purposes of Section 16 of the Exchange Act, each of Partners and, by virtue of their control of Partners, Management and GP (as defined in Exhibit 99.1), may be deemed to be directors-by-deputization by virtue of Partners' contractual right to designate two members of the board of directors of WCIC. Christopher Wilson, a managing member of GP and Management, is a member of WCIC's board of directors.

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