UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 2210, ~~2016~~ 2017

WCI Communities, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36023

27-0472098

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

24301 Walden Center Drive Bonita Springs, Florida		34134
(Address of principal executive offices)		(Zip Code)

24301 Walden Center Drive

~~Registrant’s~~Bonita ~~telephone~~Springs, ~~number~~Florida, ~~including~~34134 ~~area code: (239) 947-2600~~

(Address of principal executive offices) (Zip Code)

(239) 947-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

~~(e)~~On ~~Keith~~February 10, ~~E. Bass~~2017, ~~our~~WCI ~~President and Chief Executive Officer~~Communities, isInc. ~~currently~~(the ~~eligible~~“Company”) ~~to receive~~notified anthe ~~annual~~New ~~bonus~~York asStock aExchange ~~participant~~(“NYSE”) ofthat the merger ~~2016 Management Incentive Compensation Plan~~ (the “~~2016 MICP~~Merger”) of ~~WCI Communities, Inc. (~~the “Company~~”),~~ with a ~~target~~wholly-owned ~~bonus~~subsidiary ~~opportunity~~ of ~~$1,600,000~~Lennar ~~and~~Corporation a(“Lennar”) ~~maximum~~had ~~bonus~~become ~~opportunity of $2,400,000~~effective. OnAs ~~December 22,~~a ~~2016~~result of the Merger, the Company’s ~~and~~common ~~Mr. Bass~~stock, ~~entered~~par ~~into~~value a$0.01 ~~letter~~per ~~agreement~~share (~~the~~ “~~Bass~~Company Common ~~Letter Agreement~~Stock”), ~~pursuant~~was toconverted ~~which~~into anthe ~~initial~~right ~~payment~~to inreceive ~~respect of Mr~~cash. ~~Bass’~~ ~~2016~~Because ~~annual bonus equal to 100%~~ of ~~target~~ ~~bonus opportunity~~that, ~~or $1,600,000~~ (a) the ~~“Initial~~NYSE ~~MICP Bonus Amount”),~~ will besuspend ~~paid~~trading toin ~~Mr. Bass~~the onCompany orCommon ~~prior~~Stock toeffective ~~December 31,~~before ~~2016. If, based upon~~ the ~~final~~opening ~~determination~~ of ~~Company~~trading ~~and~~on ~~individual~~the ~~performance, Mr. Bass’~~trading ~~bonus~~day ~~under~~after the ~~2016~~Merger, ~~MICP~~and (b) the Company ~~“Actual~~notified ~~MICP~~the ~~Bonus~~NYSE ~~Amount”)~~that isit ~~determined~~was towithdrawing bethe ~~less~~Company ~~than~~Common ~~the~~Stock ~~Initial~~from ~~MICP~~listing ~~Bonus~~on ~~Amount,~~the MrNYSE. ~~Bass~~ ~~will~~The beCompany ~~obligated~~and ~~to repay~~ the ~~Company~~NYSE ~~the~~will ~~excess~~be ofmaking the ~~Initial~~necessary ~~MICP~~filings ~~Bonus~~with ~~Amount over~~ the ~~Actual~~Securities ~~MICP~~and ~~Bonus~~Exchange ~~Amount,~~Commission ~~less~~to ~~all~~remove ~~tax~~the ~~withholdings~~Company ~~paid~~Common byStock ~~Mr. Bass~~from listing ~~with~~on ~~respect~~the toNYSE ~~such~~and ~~excess.~~to ~~If,~~terminate ~~based upon~~ the ~~final~~registration ~~determination~~ of the Company ~~and~~under ~~individual~~the ~~performance,~~Securities ~~the~~Exchange ~~Actual~~Act ~~MICP~~of ~~Bonus~~1934, ~~Amount~~as ~~exceeds~~amended (the ~~Initial~~“Exchange ~~MICP~~Act”). ~~Bonus Amount,~~The ~~the~~ Company’s ~~will~~obligation ~~pay~~to ~~Mr. Bass~~file ~~such~~reports ~~excess,~~under ~~less~~the ~~applicable~~Exchange ~~tax~~Act ~~withholdings,~~will atbe suspended when the ~~same~~Company ~~time~~files ~~bonuses~~the ~~are~~application ~~paid~~ to ~~other~~terminate ~~participants~~its inregistration ~~the~~under ~~2016~~that ~~MICP~~Act.

~~The~~Item ~~foregoing~~3.03 ~~description~~Material ofModification ~~the Bass Letter Agreement is qualified in its entirety by reference~~ to ~~the~~Rights ~~full~~of ~~and~~Security ~~complete terms contained in the Bass Letter Agreement, which is attached hereto as Exhibit 99~~Holders.1.

~~Item~~On ~~9.01~~February 10, ~~Financial~~2017, ~~Statements~~the Merger became effective, and, ~~Exhibits~~as a result, each share of Company Common Stock was converted into the right to receive $23.50 in cash.

(d)		Exhibits
99.1		Keith E. Bass Letter Agreement Regarding 2016 Management Incentive Compensation Plan Bonus

On February 10, 2017, the Company, Lennar and Wilmington Trust, National Association, as Trustee, entered into a Third Supplemental Indenture, which amended the Indenture dated as of August 7, 2013 relating to the Company’s 6.875% Senior Notes due 2021 (the “Notes”), to add Lennar as a co-issuer of the Notes. In becoming a co-issuer, Lennar became entitled to all the benefits of, and assumed and became liable for all the obligations of the Company with respect to, the Indenture and the Notes.

~~SIGNATURE~~Item 5.01 Changes in Control of Registrant.

~~Pursuant~~On toFebruary 10, ~~the~~2017, ~~requirements of~~ the ~~Securities~~Merger ~~Exchange Act of 1934~~became effective, and the ~~registrant~~Company ~~has~~became ~~duly~~a ~~caused~~wholly-owned ~~this~~subsidiary ~~report~~of ~~to be signed on its behalf by the undersigned hereunto duly authorized~~Lennar.

~~WCI~~In ~~COMMUNITIES~~connection with the Merger, ~~INC.~~Lennar /paid, or expects to pay, a total of approximately $643 million in cash to the former holders of Company Common Stock, as well as to holders of rights under the Company’s/ ~~Vivien~~Long N.Term ~~Hastings~~Incentive ~~Vivien~~Plan, N.to ~~Hastings~~holders ~~Senior~~of ~~Vice~~unvested ~~President~~restricted stock of the Company, ~~Secretary~~and to holders of performance units and ~~General~~restricted ~~Counsel~~share units that had been issued by the Company under incentive plans. Lennar obtained the funds it used in connection with the Merger from working capital and from proceeds from the recently completed issuance of $600 million aggregate principal amount of its 4.125% Senior Notes due 2022.

~~Date:~~Item ~~December 23,~~5.07 ~~2016~~Submission of a Matter to a Vote of Security Holders.

~~EXHIBIT~~On ~~INDEX~~February 10, 2017, there was a special meeting of the Company stockholders at which the stockholders were asked to vote on a proposal to adopt an Agreement and Plan of Merger, dated as of September 22, 2016, among the Company, Lennar and two wholly-owned subsidiaries of Lennar (the “Merger Agreement”). The results of the vote were as follows:

ExhibitNumber	Description
For	Against	Abstained	Broker non-votes
99.1	Keith E. Bass Letter Agreement Regarding 2016 Management Incentive Compensation Plan Bonus
20,506,379	1,520	27,037	0

At the special meeting, stockholders were also asked to vote on a proposal to approve the adjournment of the meeting, if necessary, to solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement at the time of the meeting. The results of that vote were as follows:


For	Against	Abstained	Broker non-votes
19,203,353	1,331,046	537	0

Item 8.01

Other Events.

On February 10, 2017, the Merger was approved by the Company stockholders and it became effective on that day. Lennar elected to pay the entire merger consideration in cash. Therefore, as a result of the Merger, (i) each share of Company Common Stock was converted into the right to receive $23.50 in cash and (ii) the Company became a wholly-owned subsidiary of Lennar. The Merger took place in accordance with the Merger Agreement. A definitive proxy statement relating to the Merger, which included the Merger Agreement as an exhibit, was filed by the Company with the Securities and Exchange Commission on January 12, 2017, and is incorporated by reference in this Report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description of Document

4.1		Third Supplemental Indenture, dated February 10, 2017, among WCI Communities, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Trustee, and Lennar Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Date: February 10, 2017	WCI COMMUNITIES, INC.

	By:	/s/ Bruce Gross
		Name: Bruce Gross Title: Vice President and Chief Financial Officer

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