UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~January~~February 3025, 2019

WMI LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

Commission File Number: 000-54922

DELAWARE

45-6794330

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

800 FIFTH AVENUE, SUITE 4100

SEATTLE, WASHINGTON 98104

(Address of principal executive offices, including zip code)

(206) 922-2956

(Registrant’s telephone number, including area code)

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events

~~Quarterly~~On ~~Summary~~August 30, ~~Report~~2018, WMI Liquidating Trust (the “Trust”), as successor-in-interest to Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (together referred to as the “Debtors”), filed a motion (the “Trust Motion”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) related to proofs of claim filed by certain former employees of WMI and Washington Mutual Bank (“WMB”) in the Debtors’ chapter 11 cases asserting claims (the “Employee Claims”) for payments pursuant to various employment contracts and employee benefit plans, including, without limitation, claims for “change in control” benefits and other severance benefits as a result of the termination of the employees’ employment following the seizure of WMB’s assets and the sale of substantially all of such assets to JPMorgan Chase Bank, National Association. Between June 2009 and September 2012, in connection with the Debtors’ reconciliation of asserted claims, the Debtors and the Trust filed omnibus objections that objected to the Employee Claims on the bases that, among other things: (i) no “change in control,” as defined in the respective contracts, occurred; and (ii) in some instances, WMI was not a party to the contracts or benefit plans giving rise to the claims, and, therefore, WMI has no liability with respect thereto. In the Trust Motion, the Trust asked the Court to disallow the employee claimants’ claims, authorize the distribution of funds and interest accrued thereon in the Disputed Claims Reserve (the “DCR”) and, in the event such relief was granted, dismiss certain adversary proceedings against certain of the employee claimants.

On ~~January~~February 301, 2019, ~~WMI~~the ~~Liquidating~~Court entered an order granting the Trust Motion (the “~~Trust~~Order”), assubject ~~successor-in-interest~~ to ~~Washington~~a ~~Mutual,~~stay ~~Inc.~~of the effectiveness of the Order for twenty-one (~~“WMI”~~21) days ~~and~~to ~~WMI’s~~allow the ~~wholly-owned~~claimants ~~subsidiary,~~to ~~WMI~~file ~~Investment~~a ~~Corp~~notice of appeal to the United States District Court for the District of Delaware. ~~(collectively~~On ~~with~~February 15, ~~WMI~~2019, the ~~“Debtors”)~~Order became final and on February 22, ~~filed~~2019, the ~~Trust’s~~period ~~Quarterly~~for ~~Summary~~the ~~Report~~stay ~~for~~expired and the ~~period~~Order ~~October 1~~became effective. As a result, ~~2018~~on ~~through~~February ~~December 31~~25, ~~2018~~2019, (the ~~“Quarterly~~Trust ~~Summary Report”)~~initiated ~~with~~a ~~the~~distribution ~~United~~of ~~States~~funds ~~Bankruptcy~~and ~~Court~~interest ~~for~~accrued thereon in the ~~District~~DCR ofin ~~Delaware~~accordance (with the ~~“Court”)~~Seventh ~~(Case~~Amended ~~Number~~Joint ~~08-12229~~Plan ~~(MFW)).~~of ~~The~~Affiliated ~~Quarterly~~Debtors ~~Summary~~Pursuant ~~Report~~to isChapter ~~attached~~11 ~~hereto~~of asthe ~~Exhibit~~United States Bankruptcy Code ~~99.1~~that ~~and~~the isDebtors ~~incorporated~~filed ~~herein~~with bythe ~~reference.~~Court ~~The~~on ~~Quarterly~~December 12, ~~Summary~~2011 ~~Report~~(as ~~will~~subsequently beamended ~~made~~and ~~available~~modified ~~electronically~~from ontime ~~the~~to ~~internet~~time), ~~website~~of approximately $50 million. A copy of the ~~Trust~~Order atis ~~wmitrust~~attached hereto as Exhibit 99.~~com.~~1 and is incorporated herein by reference.

~~Cautionary~~On ~~Statement~~February 25, ~~Regarding~~2019, ~~Financial~~the Trust issued a press release regarding the distributions described above. The press release is attached hereto as Exhibit 99.2 and ~~Operating~~is ~~Data~~incorporated herein by reference.

~~The~~Item financial and operating data set forth in the Quarterly Summary Report was prepared solely for the purpose of complying with the quarterly operating guidelines as described in the Chapter 11 Trustee Handbook, United States Department of Justice, May 2004 in accordance with 28 U9.~~S.C~~01 ~~§1746(2).~~Financial ~~The~~Statements ~~Quarterly Summary Report is limited in scope, covers only a limited time period,~~ and is ~~not intended to serve as a basis for investment in any security of any issuer~~Exhibits. The Quarterly Summary Report was prepared in accordance with liquidation basis accounting but was not audited or reviewed by an independent accountant, and is subject to future adjustment and reconciliation. Given its limited scope, the Quarterly Summary Report does not include all adjustments and notes that would be required to report in accordance with Generally Accepted Accounting Principles. Results set forth in the Quarterly Summary Report should not be viewed as indicative of future results.

~~Cautionary~~(d) ~~Statement~~Exhibits ~~Regarding Forward-Looking Statements~~

The exhibit hereto may contain certain estimates, statements of belief and assumptions that may be deemed to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and/or covered by the “Bespeaks Caution” doctrine applied by the courts under the antifraud provisions of the federal securities laws. Such forward-looking statements are based on current plans, expectations, estimates and beliefs about the value of the assets of the Trust. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future payments to holders of beneficial interests in the Trust (“Liquidating Trust Interests”) and are subject to risks and uncertainties that are difficult to predict. These risks include, among other factors: (i) the Trust’s ability to obtain Court approval with respect to motions in the Debtors’ chapter 11 proceedings prosecuted by the Trust from time to time; (ii) the Trust’s ability to resolve disputed claims; (iii) risks associated with any litigation and other claims that might be brought against the Debtors or by or against the Trust in the future during the anticipated initial three year term of the Trust (which term may be extended for up to three more years or a maximum of six years, subject to certain limited exceptions, with the approval of the Court); and (iv) there is no liquidity for the Liquidating Trust Interests issued by the Trust, which are non-certificated and non-transferable other than by will, intestate succession or operation of law.


Exhibit No.		Description

EX-99.1		Order of the United States Bankruptcy Court for the District of Delaware, dated February 1, 2019, In re: Washington Mutual, Inc., et al., Case No. 08-12229

EX-99.2		Press release, dated February 25, 2019

~~Item~~Signature(s) ~~9.01 Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Signature(s)

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

Exhibit No.

Description

WMI LIQUIDATING TRUST

Quarterly Summary Report for the period October 1, 2018 through December 31, 2018, filed with the United States Bankruptcy Court for the District of Delaware by WMI Liquidating Trust as Successor-in-Interest to Washington Mutual, Inc. and WMI Investment Corp.

Date: February 25, 2019

/s/ Charles Edward Smith

Charles Edward Smith

Executive Vice President, General Counsel and Secretary

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