Woodbridge Liquidation Trust - Annual Report: 2022 (Form 10-K)

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		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	27
Item 4.	Mine Safety Disclosures	30
Part II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6.	[Reserved]	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	42
Item 9B.	Other Information	42
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	42
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
Item 13.	Certain Relationships and Related Transactions, and Supervisory Board Member Independence	53
Item 14.	Principal Accounting Fees and Services	55
Part IV
Item 15.	Exhibits and Financial Statement Schedules	56

Item 1.

Business

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an aggregate of $5.0 million in cash from the Debtors for the purpose of funding the Trust’s initial expenses of operation;

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the following Causes of Action: (i) all claims and causes of action formerly held or acquired by the Debtors and (ii) all causes of action contributed by Noteholders or Unitholders (as defined in Section C of this Item 1) to the Trust as “Contributed Claims” pursuant to the Plan;

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all of the outstanding membership interests of the Wind-Down Entity; and

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certain other non-real estate related assets and entities.

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A new board of managers (with no ties whatsoever to Shapiro) was formed to govern the Debtors (the “New Board”). The New Board consisted of Richard Nevins, M. Freddie Reiss, and Michael Goldberg.

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The New Board was empowered to select a CEO or CRO, subject to the consent of the Unsecured Creditors’ Committee and the SEC.

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The New Board was empowered, subject to the SEC’s consent, to select new counsel for the Debtors or to re-confirm Gibson Dunn & Crutcher LLP as counsel for the Debtors.

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The holders of Units were permitted to form a single one- or two-member fiduciary Unitholder committee (the “Unitholder Committee”) to advocate for the interests of Unitholders.

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The holders of Notes were permitted to form a single six- to nine-member fiduciary Noteholder committee (the “Noteholder Committee”) to advocate for the interests of Noteholders.

1.	Corporate governance provisions

2.	Treatment under the Plan of holders of claims against and equity interests in the Debtors

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“Class 1 Claims” or “Other Secured Claims,” which are claims, other than DIP Claims, that are secured by a valid, perfected, and enforceable lien on property in which the Debtors have an interest, which lien is valid, perfected, and enforceable under applicable law and not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law.

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“Class 2 Claims” or “Priority Claims,” which are claims that are entitled to priority under Bankruptcy Code section 507(a), other than Administrative Claims and Priority Tax Claims.

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“Class 3 Claims” or “Standard Note Claims,” which are any Note Claims other than Non-Debtor Loan Note Claims (as defined below).

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“Class 4 Claims” or “General Unsecured Claims,” which are unsecured, non-priority claims that are not Note Claims, Subordinated Claims (as defined below), or Unit Claims.

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“Class 5 Claims” or “Unit Claims,” which are Unit Claims (as defined in Item 1, Section C of this Annual Report).

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“Class 6 Claims” or “Non-Debtor Loan Note Claims,” which are any Note Claims that are or were purportedly secured by an unreleased assignment or other security interest in any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a person that is not a Debtor.

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“Class 7 Claims” or “Subordinated Claims,” which are collectively, (a) any claim, secured or unsecured, for any fine, penalty, or forfeiture, or for multiple, exemplary, or punitive damages, to the extent such fine, penalty, forfeiture, or damages are not compensation for actual pecuniary loss suffered by the holder of such claim and (b) any other claim that is subordinated to General Unsecured Claims, Note Claims, or Unit Claims pursuant to Bankruptcy Code section 510, a final order of the Bankruptcy Court, or by consent of the creditor holding such claim.

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“Class 8” or “Equity Interests,” which are all previously issued and outstanding common stock, preferred stock, membership interests, or other ownership interests in any of the Debtors outstanding immediately prior to the Plan Effective Date.

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Standard Note Claims (Class 3)

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General Unsecured Claims (Class 4)

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Unit Claims (Class 5)

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Each holder of an allowed claim in Class 3 (Standard Note Claims) is deemed to hold one (1) Class A Interest for each $75.00 of Net Note Claims held by the applicable Noteholder with respect to its Allowed Note Claims.

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Each holder of an allowed claim in Class 4 (General Unsecured Claims) is deemed to hold one (1) Class A Interest for each $75.00 of allowed General Unsecured Claims held by the applicable creditor.

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Each holder of an allowed claim in Class 5 (Unit Claims) is deemed to hold 0.725 of a Class A Interest and 0.275 of a Class B Interest for each $75.00 of Net Unit Claims held by the applicable Unitholder with respect to its allowed Unit Claims.

3.	Assets and liabilities of the Company

		Plan
		Effective
		Date				June 30, 2022
Net real estate assets held for sale, net		$	582.71			$	29.06
Cash and cash equivalents			36.02				96.81
Restricted cash			0.32				6.12
Other assets			2.29				5.83
Total assets		$	621.34			$	137.82
Accounts payable and accrued liabilities		$	5.78			$	0.12
Distributions payable			-				68.77
Accrued liquidation costs			232.07				34.54
Total liabilities		$	237.85			$	103.43
Net assets in liquidation:
Restricted for Qualifying Victims		$	-			$	3.48
All Interestholders			383.49				30.91
Total net assets in liquidation		$	383.49			$	34.39

		Estimated Allowed Claims					Disputed Claims at Asserted Amount
Unimpaired Claims (Liabilities)		$	0.13				$	0.49
Impaired Claims (Beneficial Interests)		$	887.73	(a)			$	0.55

4.	Liquidation Trust Interests under the Plan

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In the case of an allowed claim in the Plan’s Class 3 (Standard Note Claims), the holder was granted one (1) Class A Interest in the Trust for each $75.00 of Net Note Claims held by the applicable Noteholder with respect to its Allowed Note Claims. Allowed Net Note Claims are determined as the outstanding principal amount of Note Claims held by a particular Noteholder, minus the aggregate amount of all prepetition distributions (other than return of principal) received by such Noteholder.

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In the case of an allowed claim in the Plan’s Class 4 (General Unsecured Claims), the holder was granted one (1) Class A Interest in the Trust for each $75.00 of allowed General Unsecured Claims held by the applicable creditor.

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In the case of an allowed claim in the Plan’s Class 5 (Unit Claims), the holder was granted 0.725 of a Class A Interest in the Trust and 0.275 of a Class B Interest in the Trust for each $75.00 of Net Unit Claims held by the applicable Unitholder with respect to its allowed Unit Claims. Allowed Net Unit Claims were determined as the outstanding principal amount of Unit Claims held by a particular Unitholder, minus the aggregate amount of all prepetition distributions (other than return of principal) received by such Unitholder.

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First, to each Interestholder of Class A Interests pro rata based on such Interestholder’s number of Class A Interests, until the aggregate amount of all such distributions on account of the Class A Interests equals the product of (i) the total number of all Class A Interests and (ii) $75.00;

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Thereafter, to each Interestholder of Class B Interests pro rata based on such Interestholder’s number of Class B Interests, until the aggregate amount of all such distributions on account of the Class B Interests equals the product of (i) the total number of all Class B Interests and (ii) $75.00;

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Thereafter, to each Interestholder of a Liquidation Trust Interest (whether a Class A Interest or a Class B Interest) pro rata based on such Interestholder’s number of  Liquidation Trust Interests until the aggregate amount of all such distributions on account of the Liquidation Trust Interests equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, allowed General Unsecured Claims, and Net Unit Claims outstanding from time to time on or after December 4, 2017, treating each distribution of available cash made after the Plan Effective Date pursuant to the immediately preceding two subparagraphs as reductions of such principal amount; and

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Thereafter, pro rata to the holders of allowed Subordinated Claims until such claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be specified in any consensual agreement or order relating to a given Holder, compounded annually, accrued on the principal amount of each allowed Subordinated Claim outstanding from time to time on or after December 4, 2017.

							During the Period from February 15, 2019 (inception) through June 30, 2022 ($ in Millions)												During the Period from February 15, 2019 (inception) through September 23, 2022 ($ in Millions)
Date Declared			$ per Class A Interest				Total Declared				Paid				Restricted Cash Account				Total Declared				Paid				Restricted Cash Account
Distributions Declared
First	3/15/2019		$	3.75			$	44.70			$	42.32			$	2.38			$	44.70			$	42.32			$	2.38
Second	1/2/2020			4.50				53.43				51.19				2.24				53.43				51.19				2.24
Third	3/31/2020			2.12				25.00				24.19				0.81				25.00				24.19				0.81
Fourth	7/13/2020			2.56				29.97				29.24				0.73				29.97				29.24				0.73
Fifth	10/19/2020			2.56				29.95				29.20				0.75				29.95				29.20				0.75
Sixth	1/7/2021			4.28				50.01				48.67				1.34				50.01				48.67				1.34
Seventh (a)	5/13/2021			2.58				30.02				29.33				0.69				30.02				29.33				0.69
Eighth	10/8/2021			3.44				40.02				39.14				0.88				40.02				39.14				0.88
Ninth	2/4/2022			3.44				39.98				39.15				0.83				39.98				39.15				0.83
Tenth (b)	6/15/2022			5.63				65.04				-				-				65.02				64.19				0.83
Total/Subtotal			$	34.86			$	408.12			$	332.43				10.65			$	408.10			$	396.62				11.48
Distributions Returend / (Reversed)
Disallowed (c)																(3.64	)											(6.27	)
Returned (d)																0.74												0.74
Forfeited (e)																(1.16	)											(1.15	)
Subtotal																(4.06	)											(6.68	)
Distributions Paid from Reserve Account (f)																(2.86	)											(3.57	)
Distributions Payable:											as of 6/30/2022:												as of 9/23/2022:
Subtotal																3.73												1.23
Tenth distribution																65.04	(b)											-
Total distributions payable															$	68.77											$	1.23

1.

The Trust

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review, reconcile, compromise, settle, or object to claims and resolve such objections as set forth in the Plan, free of any restrictions of the Bankruptcy Code or applicable bankruptcy rules;

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calculate and make distributions and calculate and establish reserves under and in accordance with the Plan;

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retain, compensate, and employ professionals and other persons to represent the Liquidation Trustee with respect to and in connection with its rights and responsibilities;

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establish, maintain, and administer documents and accounts of the Debtors as appropriate, which are to be segregated to the extent appropriate in accordance with the Plan;

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maintain, conserve, collect, settle, and protect the Trust’s assets (subject to the limitations described in the Plan);

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sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the assets of the Trust or any part of such assets or interest in such assets upon such terms as the Liquidation Trustee determines to be necessary, appropriate, or desirable;

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negotiate, incur, and pay the expenses of the Trust;

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prepare and file any and all informational returns, reports, statements, tax returns, and other documents or disclosures relating to the Debtors that are required under the Plan, by any governmental unit, or by applicable law;

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compile and maintain the official claims register, including for purposes of making initial and subsequent distributions under the Plan;

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take such actions as are necessary or appropriate to wind-down and dissolve the Debtors;

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comply with the Plan, exercise the Liquidation Trustee’s rights, and perform the Liquidation Trustee’s obligations; and

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exercise such other powers as deemed by the Liquidation Trustee to be necessary and proper to implement the Plan.

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entering into or engaging in any trade or business (other than the management and disposition of the assets of the Trust), and no part of the Trust’s assets or the proceeds, revenue or income therefrom may be used or disposed of by the Trust in furtherance of any trade or business;

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except as expressly permitted in the Trust Agreement, reinvesting any assets of the Trust;

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selling, transferring, or otherwise disposing of the Trust’s membership interests in the Wind-Down Entity without further approval of the Bankruptcy Court; or

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incurring any indebtedness except as contemplated by the Plan or the Trust Agreement.

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any sale or other disposition of an asset of the Trust, or any release, modification or waiver of existing rights as to an asset of the Trust, if the asset at issue exceeds $500,000 in estimated value;

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any compromise or settlement of litigation or controverted matter proposed by the Liquidation Trustee involving claims in excess of $500,000; and

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any retention by the Liquidation Trustee of professionals.

2.	The Wind-Down Group

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retain, compensate, and employ professionals and other persons to represent the Wind-Down Entity in connection with its rights and responsibilities;

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establish, maintain, and administer accounts of the Debtors as appropriate;

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maintain, develop, improve, administer, operate, conserve, supervise, collect, settle, and protect the assets of the Wind-Down Entity;

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sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the assets of the Wind-Down Entity, including through the formation on or after the Plan Effective Date of any new or additional legal entities to be owned by the Wind-Down Entity to own and hold particular assets of the Wind-Down Entity separate and apart from any other assets of the Wind-Down Entity, upon such terms as the Chief Executive Officer determines to be necessary, appropriate, or desirable;

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invest cash of the Debtors and their estates, including any cash realized from the liquidation of the assets of the Wind-Down Entity;

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negotiate, incur, and pay the expenses of the Wind-Down Entity;

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exercise and enforce all rights and remedies regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a person or organization that is not a Debtor, including any such rights or remedies that any Debtor or any estate was entitled to exercise or enforce prior to the Plan Effective Date on behalf of a holder of a Non-Debtor Loan Note Claim, and including rights of collection, foreclosure, and all other rights and remedies arising under any promissory note, mortgage, deed of trust, or other document with such underlying borrower or under applicable law;

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comply with the Plan, exercise the Chief Executive Officer’s rights, and perform the Chief Executive Officer’s obligations; and

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exercise such other powers as deemed by the Chief Executive Officer to be necessary and proper to implement the provisions of the Plan.

3.	Current year plan of operations

4.	Termination and dissolution of the Company

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Actual or anticipated fluctuations in the Trust’s or the Wind-Down Group’s quarterly or annual financial results;

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Various market factors or perceived market factors, including rumors, whether or not correct, involving the Trust, the Wind-Down Group, the properties, potential buyers, or the Wind-Down Group’s competitors;

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Sales, or anticipated sales, of large blocks of Liquidation Trust Interests, including short selling by investors;

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Additions or departures of key personnel;

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Regulatory or political developments;

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Litigation and governmental or regulatory investigations;

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Changes in real estate market conditions; and

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General economic, political, and financial market conditions or events.

Item 3.

Legal Proceedings

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Preferential transfers. Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code and seek to avoid or recover payments made by the Debtors during the 90 days prior to the December 4, 2017 bankruptcy filing, including payments to miscellaneous vendors and former Noteholders and Unitholders.

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Fraudulent transfers (Interest to Noteholders and Unitholders). Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code and seek to avoid or recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for interest paid to former Noteholders and Unitholders.

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Fraudulent transfers (Shapiro personal expenses). Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code and seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for the personal expenses of Robert and Jeri Shapiro, including those identified in a forensic report prepared in connection with an SEC enforcement action in the United States District Court for the Southern District of Florida.

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Fraudulent transfers and fraud (against former agents). These actions, which arise under chapter 5 of the Bankruptcy Code and applicable state law governing fraudulent transfers, seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for commissions to former agents, as well as for fraud, aiding and abetting fraud, and the unlicensed sale of securities asserted by the Trust based on claims contributed to the Trust by defrauded investors. These actions were filed by the Trust in the United States Bankruptcy Court for the District of Delaware between November 15, 2019 and December 4, 2019. Actions of this type are also being pursued by the SEC, and it is the Trust’s understanding that any recoveries obtained by the SEC will be transmitted to the Trust pursuant to a Fair Fund established by the SEC.

o

Actions regarding the Shapiro’s personal assets. On December 4, 2019, the Trust filed an action in the Bankruptcy Court, Adv. Pro. No. 10-51076 (BLS), Woodbridge Liquidation Trust v. Robert Shapiro, Jeri Shapiro, 3X a Charm, LLC, Carbondale Basalt Owners, LLC, Davana Sherman Oaks Owners, LLC, In Trend Staging, LLC, Midland Loop Enterprises, LLC, Schwartz Media Buying Company, LLC and Stover Real Estate Partners LLC. In this action, the Trust asserts claims under chapter 5 of the Bankruptcy Code and applicable state law for avoidance of preferential and fraudulent transfers together with claims for fraud, aiding and abetting fraud, the unlicensed sale of securities, breach of fiduciary duty and unjust enrichment. The Trust seeks to recover damages and assets held in the names of Robert Shapiro, Jeri Shapiro and their family members and entities owned or controlled by them, which assets the Trust contends are beneficially owned by the Debtors or for which the Debtors are entitled to recover based on the Shapiros’ defalcations, including over $20 million in avoidable transfers. On February 4, 2022, the Trust entered into a Settlement Agreement with Ms. Jeri Shapiro resolving the Trust’s adversary proceeding against Ms. Shapiro.  In connection with the Settlement Agreement, Ms. Shapiro responded to interrogatories from the Trust and submitted a declaration under penalty of perjury detailing her lack of assets.  Upon execution of the Settlement Agreement, Ms. Shapiro executed and delivered a Stipulated Judgment for approximately $20.6 million that will be held by the Trust in escrow for three years that can be entered without notice if the Trust learns Ms. Shapiro’s representations in her declaration were false or materially inaccurate.  Additionally, Ms. Shapiro authorized the Trust to expunge the filed claims of certain co-defendants she was listed as an officer and turned over payments to the Trust that were received by certain co-defendants in the adversary proceeding.  A stipulation of dismissal (as to Ms. Shapiro only) was entered on April 1, 2022.

o

Criminal proceeding and forfeiture.  In connection with the United States’ criminal case against Robert Shapiro (Case No. No. 19-20178-CR-ALTONAGA (S.D. Fla. 2019)), Shapiro agreed to the forfeiture of certain assets.  The Trust filed a petition in the Florida court to claim the Forfeited Assets as property of the Debtors’ estates, and therefore as property that had vested in the Trust pursuant to the Plan.  The Trust has entered into an agreement with the United States Department of Justice to resolve its claim.  The agreement was approved by the Bankruptcy Court on September 17, 2020 and was approved by the United States District Court on October 1, 2020.  Among other things, the agreement provides for the release of specified Forfeited Assets by the United States to the Trust, and for the Trust to liquidate those assets and distribute the net sale proceeds to Qualifying Victims, which include the vast majority of Trust beneficiaries—specifically, all former holders of Class 3 and 5 claims under the Plan and their permitted assigns—but do not include former holders of Class 4 claims under the Plan. The Trust has taken possession of the Forfeited Assets and has sold the wine and gold assets.  Some of the jewelry, art, clothing, handbags and shoes have also been sold.

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

		Restricted For Qualifying Victims				All Interestholders				Total
Net Assets in Liquidation as of beginning of year		$	3,167			$	126,373			$	129,540
Change in assets and liabilities:
Restricted for Qualifying Victims - change in carrying value of assets and and liabilities, net			318				-				318
All Interestholders-
Change in carrying value of assets and liabilities, net			-				47,602				47,602
Distributions (declared) reversed, net			-				(143,065	)			(143,065	)
Net change in assets and liabilities			-				(95,463	)			(95,463	)
Net Assets in Liquidation as of end of year		$	3,485			$	30,910			$	34,395

		Restricted for Qualifying Victims				All Interestholders				Total
Causes of Action, net (1) :
Comerica Bank		$	-			$	23,575			$	23,575
Other settlement agreements			-				2,004				2,004
Sales proceeds in excess of carrying value			53				20,130				20,183
Remeasurement of assets and liabilities, net			265				1,016				1,281
Other			-				877				877
Change in carrying value of assets and liabilities, net		$	318			$	47,602			$	47,920

(1)

Net of 5% payable to the Liquidation Trustee of approximately $1,241 for Comerica Bank and $105 for Other settlement agreements.

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Declared three distributions of $3.44, $3.44 and $5.63 per Class A Interest, which totaled approximately $40.02 million, approximately $39.98 million and approximately $65.04 million, respectively.

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Sold Forfeited Assets for net proceeds of approximately $0.61 million.

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Completed construction of two single-family homes (642 St. Cloud and 638 Siena).

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Sold six single-family homes and settled two secured loans for net proceeds of approximately $131.72 million.

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Recorded approximately $23.57 million from the settlement of legal proceedings against Comerica Bank, net of 5% payable to Liquidation Trustee.

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Recorded approximately $2.00 million from the settlement of other Causes of Action, net of 5% payable to Liquidation Trustee.

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Paid construction costs of approximately $13.49 million relating to the single-family homes under development.

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Paid holding costs of approximately $2.67 million.

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Paid general and administrative costs of approximately $16.17 million, including approximately $9.69 million professional fees, approximately $5.77 million of payroll and related costs and approximately $0.71 million of board member fees and expenses.

		Restricted for Qualifying Victims				All Interestholders				Total
Net assets in liquidation as of beginning of year		$	-			$	264,517			$	264,517
Change in assets and liabilities:
Restricted for Qualifying Victims - change in carrying value of assets and liabilities, net			3,167				-				3,167
All Interestholders-
Change in carrying value of assets and liabilities, net			-				644				644
Distributions (declared) reversed, net			-				(138,788	)			(138,788	)
Net change in assets and liabilities			-				(138,144	)			(138,144	)
Net assets in liquidation as of end of year		$	3,167			$	126,373			$	129,540

		Restricted for Qualifying Victims				All Interestholders				Total
Recognition of Forfeited Assets		$	3,459			$	-			$	3,459
Settlement recoveries recognized, net (1)			-				9,339				9,339
Sales proceeds in excess of carrying value			-				5,180				5,180
Remeasurement of assets and liabilities, net			(308	)			(12,271	)			(12,579	)
Adjustment to insurance claim receivable			-				(1,900	)			(1,900	)
Other		$	16			$	296			$	312
Change in carrying value of assets and liabilities, net		$	3,167			$	644			$	3,811

•

Declared distributions of $2.56, $2.56, $4.28 and $2.58 per Class A Interest, which totaled approximately $29.97, approximately $29.95, approximately $50.01 million and approximately $30.02 million, respectively.

•

Completed construction of two single-family homes (1966 Carla Ridge and 10721 Stradella), both of which were sold prior to construction being completed during the year ended June 30, 2020. 1432 Tanager was under construction when it was sold in August 2020 and the buyer assumed the remaining obligations to complete construction of the property of approximately $10 million.

•

Accrued approximately $12.95 million of additional general and administrative costs following management’s determination that an additional year would be needed to resolve the Unresolved Causes of Action and carry out the Company’s liquidating activities. The costs are primarily legal and professional fees, payroll and payroll-related, directors’ and officers’ insurance and board fees and expenses. These costs are included in accrued liquidation costs (Note 6).

•

Sold six single-family homes, two lots and eleven other properties for net proceeds of approximately $134.16 million.

•

Recognized Forfeited Assets which are restricted for Qualifying Victims of approximately $3.46 million, including $1.84 million of cash.

•

Recorded approximately $9.34 million from the settlement of other Causes of Action, net of 5% payable to Liquidation Trustee.

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Paid construction costs of approximately $27.29 million relating to the single-family homes under development.

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Paid holding costs of approximately $9.84 million.

•

Paid general and administrative costs of approximately $18.10 million, including approximately $9.83 million of professional fees, approximately $7.39 million of payroll and related costs and approximately $0.88 million of board member fees and expenses.

•

Sales of Real Estate:  The Wind-Down Group is in the process of marketing and selling its real estate assets, all of which are held for sale.  One single-family home was listed for sale as of June 30, 2022. As of June 30, 2022, the Company owned a total of five real estate assets with a gross carrying value of approximately $30.97 million. The majority of the gross carrying value is concentrated in one single-family home. During the year ended June 30, 2022, the Company sold six single-family homes and settled two secured loans for net proceeds of approximately $131.72 million. The net proceeds for the year ended June 30, 2022 is not indicative of future net proceeds.  Based on the remaining assets of the Company, future net proceeds will be significantly less.

•

Escrow Receivables:  As of June 30, 2022, the Wind-Down Group had escrow receivables relating to three single-family homes that had been sold and for which it was completing punch list items and/or awaiting the issuance of a certificate of occupancy.  In August 2022, the certificate of occupancy was received for one of the single-family homes and $2.5 million of escrow receivable was collected.

•

Causes of Action Recoveries:  During the year ended June 30, 2022, the Company recognized approximately $26.92 million from the settlement of Causes of Action. The recoveries for the year ended June 30, 2022 include approximately $23.57 million from a settlement of litigation with Comerica Bank. There can be no assurance that the amounts the Company recovers from settling Causes of Action in the future will be consistent with the amount recovered during the year ended June 30, 2022.

•

Forfeited Assets:  Forfeited Assets consist of cash and other assets (jewelry, art, clothing, handbags, shoes, and a car). During the year ended June 30, 2022, the Trust sold some of its Forfeited Assets for net proceeds of approximately $0.61 million.

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							During the Period from February 15, 2019 (inception) through June 30, 2022 ($ in Millions)												During the Period from February 15, 2019 (inception) through September 23, 2022 ($ in Millions)
	Date Declared		$ per Class A Interest				Total Declared				Paid				Restricted Cash Account				Total Declared				Paid				Restricted Cash Account
Distributions Declared
First	3/15/2019		$	3.75			$	44.70			$	42.32			$	2.38			$	44.70			$	42.32			$	2.38
Second	1/2/2020			4.50				53.43				51.19				2.24				53.43				51.19				2.24
Third	3/31/2020			2.12				25.00				24.19				0.81				25.00				24.19				0.81
Fourth	7/13/2020			2.56				29.97				29.24				0.73				29.97				29.24				0.73
Fifth	10/19/2020			2.56				29.95				29.20				0.75				29.95				29.20				0.75
Sixth	1/7/2021			4.28				50.01				48.67				1.34				50.01				48.67				1.34
Seventh (a)	5/13/2021			2.58				30.02				29.33				0.69				30.02				29.33				0.69
Eighth	10/8/2021			3.44				40.02				39.14				0.88				40.02				39.14				0.88
Ninth	2/4/2022			3.44				39.98				39.15				0.83				39.98				39.15				0.83
Tenth (b)	6/15/2022			5.63				65.04				-				-				65.02				64.19				0.83
Total/Subtotal			$	34.86			$	408.12			$	332.43				10.65			$	408.10			$	396.62				11.48
Distributions Returned / (Reversed)
Disallowed (c)																(3.64	)											(6.27	)
Returned (d)																0.74												0.74
Forfeited (e)																(1.16	)											(1.15	)
Subtotal																(4.06	)											(6.68	)
Distributions Paid from Reserve Account (f)																(2.86	)											(3.57	)
Distributions Payable:											as of 6/30/2022:												as of 9/23/2022:
Subtotal																3.73												1.23
Tenth distribution																65.04	(b)											-
Total distributions payable															$	68.77											$	1.23

(a)

The seventh distribution included the cash the Trust received from Fair Funds.

(b)

On July 15, 2022, $64.19 million was paid.

(c)

As a result of claims being disallowed or Class A Interests cancelled.

(d)

Distribution checks returned or not cashed.

(e)

Distributions forfeited as Interestholders did not cash checks that were over 180 days old.

(f)

Paid as claims are allowed or resolved.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Item 10.

Directors, Executive Officers, and Corporate Governance

Item 11.

Executive Compensation

Name and Princpal Position at June 30, 2022 (1)	Fiscal Year		Base				Bonus					All Other Compensation (2)				Total
Michael I. Goldberg, Esq.	2022		$	162,196			$	1,346,093				$	-			$	1,508,289
Liquidation Trustee	2021		$	366,949			$	532,038	(3)			$	-			$	898,988
Frederick Chin	2022		$	938,654			$	450,000	(4)			$	120,000			$	1,508,654
Wind-Down Entity, CEO	2021		$	861,808			$	862,500	(4)			$	163,834			$	1,888,142
Marion W. Fong	2022		$	569,631			$	136,125	(4)			$	-			$	705,756
Wind-Down Entity, CFO	2021		$	517,085			$	123,750	(4)			$	-			$	640,835
David Mark Kemper II	2022		$	443,046			$	105,875	(4)			$	-			$	548,921
Wind-Down Entity, COO and CIO	2021		$	402,177			$	96,250	(4)			$	-			$	498,427

(1)

Includes all individuals who may be considered the executive officers of the Trust or the Wind-Down Entity. Each of such individuals has occupied his or her respective current position since February 15, 2019.

(2)

In addition to salary and bonus, the named executive officers (other than Mr. Goldberg) may receive other annual compensation in the form of health, dental, vision and life insurance coverages, paid vacation, paid time off, and other personal benefits.  For fiscal years ended June 30, 2022 and 2021, the total value of health, dental, vision, life insurance coverages and other personal benefits did not exceed $10,000 in the aggregate for any named executive officer.  Amount indicated is for paid vacation and paid time off.

(3)

Mr. Goldberg is eligible for incentive compensation equal to 5% of total gross settlement amounts by the Trust from the pursuit of Causes of Action as further discussed below.  Bonus amounts are attributed to the fiscal year in which they are settled.  During fiscal years ended June 30, 2022 and 2021, $1,424,944 and $490,949, respectively, were paid.

(4)

Bonuses are attributed to the fiscal year in which they are earned.   Mr. Chin, Ms. Fong and Mr. Kemper each is eligible for bonuses, as discussed below.

•

the Liquidation Trustee must submit to the Supervisory Board an itemized statement or statements reflecting all fees and itemized costs to be reimbursed;

•

after seven (7) days after the delivery of the statements, the amount reflected in the statements may be paid by the Trust unless, prior to the expiration of such seven-day period, the Supervisory Board has objected in writing to any compensation reflected in the Statement; and

•

in the case of any Supervisory Board objection to payment, the undisputed amounts may be paid, and the disputed amounts may only be paid by agreement of the Supervisory Board, or pursuant to order of the Bankruptcy Court, which retains jurisdiction over all disputes regarding the Liquidation Trustee’s and his or her professionals’ compensation.

Bonus Category		Period	Threshold Amount	Cumulative Amount Distributions During Period	Bonus Payment Amount for Period
A		February 15, 2019 through the earlier to occur of the expiration of the term of the Full-Time Employment Agreement and the completion of the liquidation process for the Wind-Down Entity	$351,093,000	$351,093,000 to $401,442,999	$1,125,000
				$401,443,000 to $528,584,999	$1,500,000
				$528,585,000 or over	$1,875,000

Bonus Category		Period	Threshold Amount	Cumulative Amount Distributions During Period	Bonus Payment Amount for Period
B		February 15, 2019 through December 31, 2019	$97,332,000	$97,332,000 to $106,504,999	$487,500
				$106,505,000 to $125,454,999	$637,500
				$125,455,000 or more	$862,500
		February 15, 2019 through December 31, 2020	$178,677,000	$178,677,000 to $206,372,999	$487,500
				$206,373,000 to $262,744,999	$637,500
				$262,745,000 or more	$862,500
		February 15, 2019 through the expiration of the term of the Full-Time Employment Agreement	$351,093,000	$351,093,000 to $401,442,999	$487,500
				$401,443,000 to $528,584,999	$637,500
				$528,585,000 or more	$862,500

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Name of   and Address of Beneficial Owner(1)	Class of Liquidation Trust Interest		Amount and Nature of Beneficial Interest				Percent of class(2)
Jay Beynon	Class A			6,666.67	(3)		Less than 1%
	Class B			0				0
Raymond C. Blackburn, M.D.	Class A			35,788.06	(4)		Less than 1%
	Class B			13,574.78	(5)			2.01%
Terry R. Goebel	Class A			0				0
	Class B			0				0
Lynn Myrick	Class A			23,819.17	(6)		Less than 1%
	Class B			1,590.81	(7)		Less than 1%
John J. O’Neill	Class A			8,786.60	(8)		Less than 1%
	Class B			0				0
M. Freddie Reiss	Class A			0				0
	Class B			0				0
Michael I. Goldberg	Class A			0				0
	Class B			0				0
Frederick Chin	Class A			0				0
	Class B			0				0
Marion W. Fong	Class A			0				0
	Class B			0				0
David Mark Kemper II	Class A			0				0
	Class B			0				0
All Supervisory Board members and the executive officers, as a group	Class A			75,060.50			Less than 1%
	Class B			15,165.59				2.24%

(1)

A business address for each of the named beneficial owners is c/o Woodbridge Liquidation Trust, 201 N. Brand Blvd., Suite M, Glendale, California 91203.

(2)

Based on 11,514,190 Class A Interests and 675,617 Class B Interests outstanding as of September 23, 2022.

(3)

As trustee of a family trust.

(4)

Of which 25,485.81 are held individually and the remainder is beneficially owned in an individual retirement account.

(5)

Of which 9,667.03 are held individually and the remainder is beneficially owned in an individual retirement account.

(6)

Of which 13,449.54 are held by a limited liability company of which Ms. Myrick is a member, 10,369.63 are held by a family trust of which Ms. Myrick is a beneficiary.

(7)

Held by a limited liability company, of which Ms. Myrick is a member.

(8)

Beneficially owned together with spouse.

Item 13.

Certain Relationships and Related Transactions, and Supervisory Board Member Independence

•

any person who is, or at any time since the beginning of the Trust’s last fiscal year was, the Liquidation Trustee, a member of the Supervisory Board, a member of the Board of Managers, an executive officer of the Wind-Down Entity or a nominee to become a member of the Board of Managers or a more than 5% beneficial owner of the Trust;

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Liquidation Trustee, a member of the Board of Managers, an executive officer of the Wind-Down Entity, or a nominee to become a member of the Board of Managers, or a more than 5% beneficial owner of the Trust, and any person (other than domestic employees or tenants) sharing the household of any such person; and

•

any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

•

The benefits to the Trust and the Wind-Down Entity;

•

The impact on the independence of a member of the Supervisory Board or the Board of Managers in the event the Related Person is a member of the Supervisory Board, a member of the Board of Managers, an immediate family member of any such member, or an entity in which any such member is a director, officer, manager, principal, member, partner, shareholder or executive officer;

•

The availability of other sources for comparable products or services;

•

The terms of the transaction; and

•

The terms available to unrelated third parties and employees generally.

Item 14.

Principal Accounting Fees and Services

		Years Ended June 30,
		2022				2021
Audit Fees		$	280,800			$	345,600
Audit-related Fees			-				-
Tax fees			-				-
All other fees			-				-
Total		$	280,800			$	345,600

•

Audit Fees: These fees for professional services performed for the audit of our annual consolidated financial statements, the required review of quarterly consolidated financial statements, registration statements and other procedures performed by independent auditors in order for them to be able to form an opinion on our consolidated financial statements.

•

Audit-Related Fees: These are fees for assurance and related services that traditionally are performed by independent auditors that are reasonably related to the performance of the audit or review of the consolidated financial statements, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, internal control reviews, and consultation concerning financial accounting and reporting standards.

•

Tax Fees: These are fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our consolidated financial statements. These include fees for tax compliance, tax planning, and tax advice, including federal, state, and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.

•

All Other Fees:  These are fees for any services not included in the above-described categories, including assistance with internal audit plans and risk assessments.

Item 15.

Exhibits and Financial Statement Schedules

(1)	Consolidated Financial Statements

	Page
Index to Consolidated Financial Statements	F-1
Audited Consolidated Financial Statements As of and For the Years Ended June 30, 2022 and 2021:
Report of Independent Registered Public Accounting Firm (PCAOB ID 23)	F-2
Consolidated Statements of Net Assets in Liquidation as of June 30, 2022 and 2021	F-3
Consolidated Statements of Changes in Net Assets in Liquidation for the Years Ended June 30, 2022 and 2021	F-4
Notes to Consolidated Financial Statements	F-5

(2)	Financial Statement Schedules

(b)

Exhibits

2.1	First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of  Companies, LLC and its Affiliated Debtors dated August 22, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
3.1	Certificate of Trust of Woodbridge Liquidation Trust dated February 14 and effective February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
3.2	Liquidation Trust Agreement of Woodbridge Liquidation Trust dated February 15, 2019, as amended by Amendment No. 1 dated August 21, 2019 and Amendment No. 2 dated September 13, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
3.3	Amendment No. 3 to Liquidation Trust Agreement dated as of November 1, 2019, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
3.4	Amendment No. 4 to Liquidation Trust Agreement dated as of February 5, 2020, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on February 6, 2020.
3.5	Amended and Restated Bylaws of Woodbridge Liquidation Trust effective August 21, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
10.1	Limited Liability Company Agreement of Woodbridge Wind-Down Entity LLC dated February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

10.2	Amended and Restated Employment Agreement dated July 31, 2019 between Woodbridge Wind-Down Entity LLC and Frederick Chin, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

10.3	First Amendment to Amended and Restated Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and Frederick Chin, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.
10.4	Indemnification Agreement dated February 27, 2019 between Woodbridge Wind-Down Entity LLC and Frederick Chin, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
10.5	Part-Time Employment Agreement dated September 1, 2022 between Woodbridge Wind-Down Entity LLC and Frederick Chin, incorporated herein by reference to the Form 8-K filed by the Trust on September 1, 2022.
10.6	Employment Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.7	First Amendment to Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.
10.8	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.9	Employment Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.10	First Amendment to Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.
10.11	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.12	Stipulation and Settlement Agreement between the United States and Woodbridge Liquidation Trust, as approved by order of the United States Bankruptcy Court for the District of Delaware entered September 17, 2020, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.
10.13	Settlement Agreement dated August 6, 2021 by and among Mark Baker, Jay Beynon as Trustee for the Jay Beynon Family Trust DTD 10/23/1998, Alan and Marlene Gordon, Joseph C. Hull, Lloyd and Nancy Landman, and Lilly A. Shirley on behalf of themselves and the proposed Settlement Class, Michael I. Goldberg, as Trustee for Woodbridge Liquidation Trust, and Comerica Bank, incorporated herein by reference to the Form 10-K filed by the Trust on September 27, 2021.
31.1*	Certification of Liquidation Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certification of Liquidation Trustee pursuant to 18 U.S.C. 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors, entered October 26, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
101	The following financial statements from the Woodbridge Liquidation Trust Quarterly Report on Form 10-K for the year ended June 30, 2022, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Net Assets in Liquidation as of June 30, 2022 and 2021, (ii) Consolidated Statements of Changes in Net Assets in Liquidation for the years ended June 30, 2022 and 2021, (iii) the Notes to the Consolidated Financial Statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101).