| FORM
4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934
or Section 30(h) of the Investment Company Act of
1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
|
1. Name and Address of Reporting Person
*
| C/O MR. COOPER GROUP INC. |
| 8950 CYPRESS WATERS BLVD. |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Mr. Cooper Group Inc.
[
COOP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/19/2022
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
|---|
| 1.
Title of Security (Instr.
3)
|
2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
|
4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
|
5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
|
6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
7.
Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock
|
05/19/2022 |
|
A |
|
2,514
|
A
|
$
0
|
66,442
|
D
|
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
|
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
|
8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
Katherine K. Connell, Attorney-in-Fact |
05/23/2022 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
WMIH CORP.
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
The undersigned, being subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to ownership of securities of WMIH Corp. (the "Corporation"), hereby constitutes and appoints, individually, each of Anthony W. Villani, Elizabeth K. Giddens, Elisabeth Gormley, Katherine K. Connell and any other person holding the title of Associate General Counsel, Deputy General Counsel or General Counsel of the Corporation, as the undersigned's true and lawful attorneys-in-fact and agents, with the power and in the undersigned's name, place and stead, to:
(i) prepare, execute and file, with the United States Securities and Exchange Commission ("SEC"), any United States stock exchange or any other authority, for and on behalf of the undersigned, in connection with transactions in the Corporation's securities, any and all forms, reports or documents (including exhibits and amendments thereto), required to be made pursuant to Section 16(a) of the Act or the related rules of the SEC;
(ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable for the preparation and timely filing of any such forms, reports or documents with the SEC, any United States stock exchange and any other authority (including without limitation requesting EDGAR access codes from the SEC); and
(iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney ("POA") shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution, re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this POA and the rights and powers herein granted.
This POA shall remain in full force and effect until the undersigned is no longer required to file reports pursuant to Section 16 of the Act with respect to the undersigned's holdings of the Corporation's securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. A copy of this POA shall be filed with the SEC and with any applicable United States stock exchange or similar authority. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Act.
IN WITNESS WHEREOF, the undersigned has caused this POA to be executed as of this 6th day of August 2018.
/s/ Roy A. Guthrie Roy A. Guthrie
Signature Name
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