Sec Form 4 Filing - STONEHILL INSTITUTIONAL PARTNERS LP @ WCI Communities, Inc. - 2015-07-13

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 INSTITUTIONAL PARTNERS LP 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) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O STONEHILL CAPITAL MANAGEMENT LLC, 885 THIRD AVENUE, 30TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2015 (Street) NEW YORK, NY10022 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, par value $0.01 per share ("Common Stock") 07/13/2015 S( 1 ) 1,483,890 D $ 23.1 ( 2 ) 3,351,636 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 STONEHILL INSTITUTIONAL PARTNERS LP C/O STONEHILL CAPITAL MANAGEMENT LLC 885 THIRD AVENUE, 30TH FLOOR NEW YORK, NY10022 X X See Remarks Signatures STONEHILL INSTITUTIONAL PARTNERS, L.P., By: /s/ Paul Malek, Authorized Signatory 07/15/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sale of shares in WCIC's underwritten secondary offering. ( 2 )The price of $23.10 does not reflect underwriter discount or fees.

Remarks: Stonehill Capital Management LLC, a Delaware limited liability company ("Management"), Stonehill General Partner, LLC, a Delaware limited liability company ("GP"), and Messrs. John Motulsky, Christopher Wilson, Wayne Teetsel, Thomas Varkey, Jonathan Sacks, Peter Sisitsky, Michael Thoyer and Michael Stern may each be deemed to have a pecuniary interest in the shares reported herein as directly held by Stonehill Institutional Partners, L.P. ("Partners"). Due to the limitation on the number of reporting persons that may be included on a single Form 4, each of such persons is included as a Reporting Person on a separate Form 4 with respect to such interests. Solely for purposes of Section 16 of the Exchange Act, Partners may be deemed to be a director-by-deputization by virtue of Partners' contractual right to designate a member 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.

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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