SEC Form 4 · accession 0001140361-18-035199
Mr. Cooper Group Inc. · COOP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Henry R Kravis
10% Owner
George R Roberts
10% Owner
KKR & Co. Inc.
10% Owner
KKR Management LLC
10% Owner
KKR Fund Holdings GP Ltd
10% Owner
KKR Fund Holdings L.P.
10% Owner
Tagar Olson
10% Owner
Christopher J Harrington
10% Owner
KKR Wand Holdings Corp
10% Owner
KKR Group Holdings Corp.
10% Owner
Period of report
Jul 31, 2018
Accepted (ET)
Aug 2, 2018 · 5:07 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 StockF3,F4,F7,F8 | Jul 31, 2018 | C | 148,148,148 | $1.35 | A | 156,081,323 | I | See Footnotes |
| Common StockF5,F6,F7,F8 | Jul 31, 2018 | P$0 | 21,197,619 | — | A | 21,197,619 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF4,F7,F8,F2 | $1.35 | Jul 31, 2018 | C | 200,000 | D | — | — | CommonStock | 148,148,148 | 0 | I |
| WarrantsF5,F6,F7,F8,F9 | $1.32 | Jul 31, 2018 | S | 30,700,000 | D | — | Jan 30, 2019 | CommonStock | 30,700,000 | 0 | I |
| WarrantsF5,F6,F7,F8,F9 | $1.43 | Jul 31, 2018 | S | 30,700,000 | D | — | Jan 30, 2019 | CommonStock | 30,700,000 | 0 | I |
Explanation of responses
- F1On July 31, 2018, WMIH Corp. (the "Issuer"), Nationstar Mortgage Holdings Inc. ("Nationstar"), and Wand Merger Corporation, a wholly owned subsidiary of the Issuer ("Merger Sub"), completed the merger (the "Merger") under the Agreement and Plan of Merger, pursuant to which Nationstar merged with and into Merger Sub with Nationstar being the surviving entity in the Merger and a wholly owned subsidiary of the Issuer.
- F2Upon effectiveness of the Merger, pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Amended Charter"), the 5.00% Series B Convertible Preferred Stock of the Issuer ("5% Series B Preferred Stock") automatically converted into a number of shares of the Issuer's common stock (the "Common Stock") equal to the $1,000 liquidation preference amount divided by the conversion price of $1.35 per share.
- F3Reflects the acquisition of pro rata dividends and a special distribution, pursuant to the terms of the Amended Charter, on the 5% Series B Preferred Stock exempt from Section 16 under Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F4Represents securities held directly by KKR Wand Investors Corporation. The sole directors and holders of voting stock of KKR Wand Investors Corporation are Tagar C. Olson and Christopher J. Harrington, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings L.P. KKR Wand Investors L.P. owns 100% of the economic interest in KKR Wand Investors Corporation. KKR Wand GP LLC is the general partner of KKR Wand Investors L.P. KKR Wand GP LLC is a wholly owned subsidiary of KKR Fund Holdings L.P. Each of KKR Wand Investors Corporation, KKR Wand Investors L.P. and KKR Wand GP LLC is filing a separate Form 3 to report their beneficial ownership over securities of the Issuer.
- F5Upon effectiveness of the Merger, KKR Wand Holdings Corporation exchanged the 61,400,000 warrants of the Issuer it held for 21,197,619 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement.
- F6Represents securities held directly by KKR Wand Holdings Corporation. The sole directors and holders of voting stock of KKR Wand Holdings Corporation are Tagar C. Olson and Christopher J. Harrington, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings L.P. KKR Fund Holdings L.P. owns 100% of the economic interest in KKR Wand Holdings Corporation.
- F7KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
- F8Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that the Reporting Persons are subject to Section 16 of the Exchange Act or that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F9The warrants were immediately exercisable.
Remarks
Exhibit List: Exhibit 24 - Powers of Attorney.