SEC Form 4 · accession 0001209191-17-060237
OneMain Holdings, Inc. · OMF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley R Edens
Director · 10% Owner
Period of report
Nov 10, 2017
Accepted (ET)
Nov 13, 2017 · 2:19 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001584207
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Nov 10, 2017 | S | 10,000,000 | $26.00 | D | 63,437,500 | I | By Springleaf Financial Holdings, LLC |
| Common Stock, par value $0.01 per share | holding | — | — | — | 25,000 | I | By WRE 2012 Trust LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares of OneMain Holdings, Inc. common stock (the "Shares") held by Springleaf Financial Holdings, LLC ("SFH") are controlled by FCFI Acquisition LLC ("FCFI"). Fortress Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V (Fund D), L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Fund F) L.P. and Fortress Investment Fund V (Fund G) L.P. (collectively, the "Fund V Funds") collectively own 100% of FCFI. FIG LLC is the investment manager of each of the Fund V Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC ("Fortress"). Wesley R. Edens is a principal and co-chairman of the board of directors of, and owns approximately 16.31% of, Fortress. (continued in footnote 2)
- F2By virtue of his ownership interest in Fortress and certain of its affiliates, Mr. Edens may be deemed to own the shares listed as beneficially owned by FCFI. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. On November 10, 2017, SFH completed the sale (the "Sale") of 10,000,000 shares of common stock at a price of $26.00 per share in an underwritten public secondary offering. Immediately following the Sale, SFH owned 63,437,500 shares of common stock.