SEC Form 4 · accession 0001209191-15-044227
Mr. Cooper Group Inc. · COOP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas L Fairfield
Officer — See Remarks · Director
Period of report
May 15, 2015
Accepted (ET)
May 19, 2015 · 12:08 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 | May 15, 2015 | A | 1,777,778 | $0.00 | A | 1,777,778 | 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 May 15, 2015, between WMIH Corp. (the "Company") and Mr. Fairfield that was entered into in connection with that certain Employment Agreement (the "Employment Agreement"), dated as of May 15, 2015, between the Company and Mr. Fairfield, pursuant to which Mr. Fairfield will serve as the President & Chief Operating Officer of the Company. 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 $2.25 per share.
Remarks
President & Chief Operating Officer