XASE:WAC Insider Activity 4 Filing - 4/20/2012

Effective Date 4/20/2012

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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 OF SECURITIES

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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OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

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 (Month/Day/Year)
04/20/2012

(Street)

TAMPA, FL 33607

4. If Amendment, Date Original Filed (Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2012	04/20/2012	S		100	D	$20.36	641,001	D
Common Stock	04/20/2012	04/20/2012	S		100	D	$20.44	640,901	D
Common Stock	04/20/2012	04/20/2012	S		400	D	$20.6	640,501	D
Common Stock	04/20/2012	04/20/2012	S		300	D	$20.62	640,201	D
Common Stock	04/20/2012	04/20/2012	S		200	D	$20.64	640,001	D
Common Stock	04/20/2012	04/20/2012	S		196	D	$20.68	639,805	D
Common Stock	04/20/2012	04/20/2012	S		500	D	$20.69	639,305	D
Common Stock	04/20/2012	04/20/2012	S		100	D	$20.71	639,205	D
Common Stock	04/20/2012	04/20/2012	S		300	D	$20.76	638,905	D
Common Stock	04/20/2012	04/20/2012	S		100	D	$20.77	638,805	D
Common Stock	04/20/2012	04/20/2012	S		100	D	$20.78	638,705	D
Common Stock	04/20/2012	04/20/2012	S		100	D	$20.81	638,605	D
Common Stock	04/20/2012	04/20/2012	S		200	D	$20.86	638,405	D
Common Stock	04/20/2012	04/20/2012	S		400	D	$20.89	638,005	D
Common Stock	04/20/2012	04/20/2012	S		400	D	$20.95	637,605	D
Common Stock	04/20/2012	04/20/2012	S		800	D	$20.96	636,805	D
Common Stock	04/20/2012	04/20/2012	S		800	D	$20.965	636,005	D
Common Stock	04/20/2012	04/20/2012	S		500	D	$20.97	635,505	D
Common Stock	04/20/2012	04/20/2012	S		800	D	$20.995	634,705	D
Common Stock	04/20/2012	04/20/2012	S		100	D	$21	634,605	D
Common Stock	04/20/2012	04/20/2012	S		100	D	$21.01	634,505	D
Common Stock	04/20/2012	04/20/2012	S		400	D	$21.02	634,105	D
Common Stock	04/20/2012	04/20/2012	S		600	D	$21.04	633,505	D
Common Stock	04/20/2012	04/20/2012	S		1,800	D	$21.05	631,705	D
Common Stock	04/20/2012	04/20/2012	S		700	D	$21.06	631,005	D
Common Stock	04/20/2012	04/20/2012	S		600	D	$21.08	630,405	D
Common Stock	04/20/2012	04/20/2012	S		500	D	$21.09	629,905	D
Common Stock	04/20/2012	04/20/2012	S		200	D	$21.11	629,705	D
Common Stock	04/20/2012	04/20/2012	S		600	D	$21.13	629,105	D
Common Stock	04/20/2012	04/20/2012	S		500	D	$21.14	628,605	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OBRIEN MARK J C/O WALTER INVESTMENT MANAGEMENT CORP. 3000 BAYPORT DRIVE, SUITE 1100 TAMPA, FL 33607	X		Chairman of the Board and CEO

Signatures

/s/ Stuart D. Boyd as Attorney-In-Fact for Mr. O'Brien		04/24/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
Remarks: On March 9, 2012 the Reporting Person entered into a Rule 10b5-1 Plan pursuant to which he instructed UBS Financial Services, Inc. to sell a sufficient number of shares of Walter Investment Management Corp. ("WIMC") stock to cover withholding tax obligations and related brokerage commissions and fees due at such time as the restrictions on an award of WIMC restricted stock units ("RSUs") granted to the Reporting Person on April 20, 2009 lapsed (see Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2012). The restrictions lapsed and the RSUs were exchanged for shares of WIMC stock on April 17, 2012. The sales reflected in this Form 4 were in partial payment of the tax liability incident to the settlement of the RSUs.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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