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): ~~December~~January 199, ~~2019~~2020

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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

As previously disclosed, onby ~~November 14, 2019,~~ WMI Liquidating Trust (the “Trust”), as successor to Washington Mutual, Inc. and WMI Investment Corp. (collectively, the “Debtors”), ~~filed~~on ~~with~~December 19, 2019, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) anentered ~~application for the entry of~~ an order ~~(the “Order”)~~ authorizing, among other things, (a) the closing the Debtors’ chapter 11 cases, (b) a post-closing mechanism with respect to undelivered and uncashed distributions, and (c) following a final distribution to holders of Class 18 Allowed Claims, (i) the wind-up and dissolution of the Trust, including the making of one or more charitable contributions of remaining Liquidating Trust Assets, and (ii) the termination of Kurtzman Carson Consultants LLC as Claims Agent.

On ~~December~~January 199, ~~2019~~2020, the ~~Bankruptcy~~Trust ~~Court~~issued ~~entered~~a ~~the~~press ~~Order~~release, a copy of which is attached hereto as Exhibit 99.1, announcing, among other things, the initiation of (a) a final cash distribution of approximately $39 million (the “Final Distribution”) to holders of subordinated claims in Class 18, as contemplated by the Debtor’s Plan of Reorganization (the “Plan”), and (b) a final distribution of all shares of common stock of Mr. Cooper Group Inc. currently on deposit in the Disputed Equity Escrow established by the Plan (less any shares withheld to satisfy tax obligations) to former holders of common shareholder interests (Class 22 in the Plan). As stated in the press release, following the Final Distribution, no additional distributions of cash or equity will be made by the Trust to any parties, other than a potential distribution to one or more charities of unused cash reserves retained for purposes of managing the winding-down of the Trust.

InFollowing ~~connection with~~ the ~~foregoing, the Trust expects to initiate a final distribution to holders of~~ ~~Class 18 Allowed Claims in the amount of approximately $35-$40 million (the “~~Final Distribution~~”). In addition~~, ~~the~~Charles ~~Trust~~Edward ~~expects~~Smith toand ~~initiate~~Doreen aLogan, ~~final~~current ~~distribution~~members of ~~all shares of common stock of Mr. Cooper Group Inc. currently on deposit in~~ the ~~Disputed Equity Escrow established by the Debtors~~Trust’s ~~Plan~~management, ofwill, ~~Reorganization.~~in ~~After~~their ~~giving~~capacities ~~effect~~as toliquidating ~~the~~trust ~~Final Distribution~~administrators, ~~since~~initiate the ~~effective~~winding-up ~~date~~and dissolution of the ~~Debtors’ Plan of Reorganization~~Trust, ~~aggregate~~and ~~distributions from~~ the ~~Debtors’~~resignations ~~estates~~of ~~will~~(a) William ~~have totaled approximately $7~~C.~~7 billion.~~ ~~In addition~~Kosturos, asin ~~authorized~~his bycapacity as the ~~Bankruptcy~~Liquidating ~~Court~~Trustee, ~~following~~and ~~the~~(b) John ~~Final Distribution~~Maciel, ~~current~~in ~~members~~his ofcapacity as the Trust’s ~~management~~ ~~will~~Chief ~~initiate~~Financial ~~the~~Officer, ~~winding-up~~will ~~and~~become ~~dissolution~~effective upon completion of the ~~Trust in accordance with Delaware law~~Final Distribution.

~~Contemporaneously~~As ~~with~~soon as practicable after making the Final Distribution, the Trust intends to file a Form 15 with the SEC reflecting the termination and/or suspension, as appropriate, of its disclosure obligations under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). As discussed in the press release appended hereto, the Trust’s application to close the chapter 11 cases was granted by the Bankruptcy Court and the Trust is no longer required to file any quarterly or other informational reports with the Bankruptcy Court. As a result, going forward, the Trust will no longer file any “Quarterly Summary Reports” (or other information) with the Bankruptcy Court and the Trust will no longer file with, or furnish to, the SEC any such reports under Form 8-K.

OnWhile ~~December 19, 2019,~~ the Trust’s ~~issued~~affairs aare ~~press~~being ~~release~~wound-down, ~~announcing~~ the ~~entry~~Trust ofwill ~~the~~continue ~~Order~~to ~~and~~maintain ~~the~~its ~~Trust’s~~website ~~intention~~which tocan ~~initiate~~be ~~the~~found ~~Final~~at ~~Distribution~~www.wmitrust.com. onFurther, the orTrust ~~about~~will ~~January 10,~~continue ~~2020.~~to ~~The~~maintain ~~press~~the ~~release~~“Frequently ~~(as~~Asked ~~corrected~~Questions” page on ~~December 23,~~such ~~2019~~website, toincluding ~~fix~~any aupdates ~~typographical error)~~thereto isthat ~~attached~~may ~~hereto~~be asdeemed ~~Exhibit~~necessary ~~99.2~~or ~~and~~advisable isby ~~incorporated~~the ~~herein~~Trust’s ~~by reference~~administrators.

Cautionary Statement Regarding Forward-Looking Statements

Exhibit(s) 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 and are subject to risks and uncertainties that are difficult to predict.

looking statements. These statements are not guarantees of future payments to holders of beneficial interests in the Trust and are subject to risks and uncertainties that are difficult to predict.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
EX-99.1		~~Order~~Press Release of WMI Liquidating Trust, ~~entered~~dated onJanuary ~~December 19~~9, ~~2019 in the United States Bankruptcy Court for the District of Delaware~~2020.
EX-99.2		Press Release of WMI Liquidating Trust, dated December 19, 2019 (as corrected).

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.

WMI LIQUIDATING TRUST

Date: December 19, 2019

/s/ Chad Smith

Date: January 9, 2019

/s/ Charles Edward Smith

Chad Smith Executive Vice President and General Counsel

Charles Edward Smith

Executive Vice President and General Counsel

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