SEC Form 4 · accession 0000896595-18-000017
Mr. Cooper Group Inc. · COOP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas L Fairfield
Officer — President & COO
Period of report
Jul 30, 2018
Accepted (ET)
Jul 31, 2018 · 6:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000933136
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 30, 2018 | A | 507,936 | $1.42 | A | 2,285,714 | D | |
| Common StockF3 | Jul 31, 2018 | F | 1,000,000 | $1.42 | D | 1,285,714 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This restricted stock award was issued pursuant to a Restricted Stock Agreement, dated as of July 30, 2018, between WMHI Corp. (the "Company") and Mr. Fairfield that was entered into in connection with that certain Employment Agreement (as amended, the "Employment Agreement"), dated as of May 15, 2015, between the Company and Mr. Fairfield, to increase the award of restricted stock pursuant to the Employment Agreement, to take into account the decrease to the Series B Preferred Stock conversion price pursuant to an amendment to the Series B Preferred Stock. The restricted stock award will vest in full upon the consummation of a Qualifying Acquisition (as defined in the Employment Agreement), subject to Mr. Fairfield's continued employment with the Company until such time.
- F2(Continued from Footnote 1) However, if the Company consummates a Qualifying Acquisition within six months following a termination of Mr. Fairfield's employment by the Company without Cause (as defined in the Employment Agreement), due to Mr. Fairfield's resignation for Good Reason (as defined in the Employment Agreement) or as a result of Mr. Fairfield's death, disability or the expiration of the Employment Period (as defined in the Employment Agreement), then the restricted shares will vest at the time of the consummation of the Qualifying Acquisition.
- F3This restricted stock award has an initial value of $1.42 per share.