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Form 4 WCI Communities, Inc. For: Feb 11 Filed by: Monarch GP LLC

February 16, 2016 5:24 PM
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Monarch Alternative Capital LP

(Last) (First) (Middle)
535 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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)
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 Monarch Alternative Capital LP ("MAC"), as well as MDRA GP LP and Monarch GP LLC by virtue of their control of MAC, are directors-by-deputization by virtue of the Funds' (as defined in Exhibit 99.1) contractual right to designate a member of the board of directors of WCI Communities, Inc. ("WCIC"). Patrick Bartels, a managing principal of MAC, is a member of WCIC's board of directors. Exhibit List: Exhibit 99.1 - Explanation of Responses. Exhibit 99.2 - Joint Filers' Information and Signatures.
MONARCH ALTERNATIVE CAPITAL LP, /s/ Michael Weinstock, Chief Executive Officer 02/16/2016
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

 

Designated Filer: MONARCH ALTERNATIVE CAPITAL LP

Issuer & Ticker Symbol: WCI Communities, Inc. [WCIC]

Date of Event Requiring Statement: February 11, 2016

 

 

Explanation of Responses

 

(1) On February 11, 2016, MAC (as defined below), as an affiliate of a non-employee director, was granted restricted stock units by WCI Communities, Inc. (the “Company”). These restricted stock units will vest in their entirety on the first business day immediately prior to the Company’s annual shareholders’ meeting in 2017, subject to the continued services of the applicable non-employee director. In accordance with the terms of the grant, following vesting, the Company will pay to the holder a cash amount equal to the fair market value of a number of shares of the Company’s common stock equal to the number of restricted stock units. The closing price of the Company’s common stock on February 11, 2016 was $16.96.

 

(2) This Form 4 is being filed on behalf of Monarch Alternative Capital LP, a Delaware limited partnership (“MAC”), MDRA GP LP, a Delaware limited partnership (“MDRA GP”) and Monarch GP LLC, a Delaware limited liability company (“Monarch GP”) (collectively, the “Reporting Persons”). MAC serves as the investment advisor to Monarch Debt Recovery Master Fund Ltd, Monarch Master Funding Ltd, Monarch Opportunities Master Fund Ltd, Monarch Income Master Fund Ltd, Monarch Capital Master Partners LP, Monarch Alternative Solutions Master Fund Ltd, Monarch Capital Master Partners II LP, Monarch Capital Master Partners II-A LP, Monarch Cayman Fund Limited and P Monarch Recovery Ltd (collectively, the “Funds”). MDRA GP is the general partner of MAC and Monarch GP is the general partner of MDRA GP. Each of MAC, MDRA GP and Monarch GP may be deemed to indirectly beneficially own shares held directly by the Funds and disclaim beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein.

 

(3) Restricted Stock Units held directly by MAC.

 

 

 

 

Exhibit 99.2

 

Designated Filer: MONARCH ALTERNATIVE CAPITAL LP

Issuer & Ticker Symbol: WCI Communities, Inc. [WCIC]

Date of Event Requiring Statement: February 11, 2016

 

 

Joint Filer Information and Signatures

Joint Filers:

 

1. Name: MDRA GP LP
  Address: c/o Monarch Alternative Capital LP, 535 Madison Avenue, New York, New York 10022
         
    MDRA GP LP
         
    By: Monarch GP LLC, its general partner
           
    By: /s/ Michael Weinstock   February 16, 2016
    Name: Michael Weinstock   Date
    Title: Member    
           
           
2. Name: Monarch GP LLC
  Address: c/o Monarch Alternative Capital LP, 535 Madison Avenue, New York, New York 10022
         
    MONARCH GP LLC
           
    By:/s/ Michael Weinstock   February 16, 2016
    Name: Michael Weinstock   Date
    Title: Member    
               

 

 

 

 

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