Form SC 13D/A Mr. Cooper Group Inc. Filed by: KKR Wand Investors Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Mr. Cooper Group Inc.

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(Name of Issuer)

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

62482R107

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(CUSIP Number)

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, New York 10001

Telephone: (212) 750-8300

with a copy to:

Richard A. Fenyes, Esq.

Elizabeth A. Cooper, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Telephone: (212) 455-2000

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(Name, Address and Telephone Number of Person Authorized

 to Receive Notices and Communications)

March 26, 2021

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(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	KKR Wand Holdings Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,162,858
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			2,162,858
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,162,858
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

SCHEDULE 13D

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 SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 6 supplements and amends the Schedule 13D filed on January 7, 2015 by certain of the Reporting Persons (as defined below), as amended by Amendment No. 1 to the Schedule 13D filed on January 9, 2018, as amended by Amendment No. 2 to the Schedule 13D filed on February 15, 2018, as amended by Amendment No. 3 to the Schedule 13D filed on August 2, 2018, as amended by Amendment No. 4 to the Schedule 13D filed on December 31, 2019, as amended by Amendment No. 5 to the Schedule 13D filed on November 20, 2020 (as so amended, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Mr. Cooper Group Inc., a Delaware corporation.  Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

Item 2(b) of the Schedule 13D is hereby amended and restated as follows:

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, New York 10001

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information set forth on the cover pages of this Schedule 13D is incorporated herein by reference.

(a) and (b). The Reporting Persons beneficially own an aggregate of 11,912,047 shares of Common Stock, which represent, in the aggregate, approximately, 13.8% of the outstanding shares of Common Stock.  The 11,912,047 shares of Common Stock consist of 1,000,000 shares of the Issuer’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) held directly by KKR Wand Holdings convertible into 838,802 shares of Common Stock, 1,324,056 shares of Common Stock held directly by KKR Wand Holdings, and 9,749,189 shares of Common Stock held directly by KKR Wand Investors.  The percentage of beneficial ownership in this Schedule 13D is based on: (i) 89,456,683 shares of Common Stock outstanding as of February 18, 2021, as reported in the Annual Report on Form 10-K filed by the Issuer on February 23, 2021, (ii) minus the 3,700,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons (as described below), and (iii) assumes that all 838,802 shares underlying Series A Preferred Stock beneficially owned by a Reporting Person have been converted, as applicable, and are outstanding.

Each of Mr. Harrington and Mr. Greene (as the sole directors and holders of voting stock of KKR Wand Holdings and KKR Wand Investors) may be deemed to be the beneficial owner of the securities owned directly by KKR Wand Holdings and KKR Wand Investors.  Messrs. Harrington and Greene are executives at KKR and/or one of its affiliates.  KKR Group Partnership, an affiliate of KKR, owns 100% of the economic interest in KKR Wand

Holdings.  KKR Wand LP owns 100% of the economic interest in KKR Wand Investors.  KKR Wand GP is the general partner of KKR Wand LP and is a wholly owned subsidiary of KKR Group Partnership.  KKR Group Partnership may be deemed to have shared beneficial ownership over the securities beneficially owned directly by KKR Wand Holdings and KKR Wand Investors.  Each of KKR Group Holdings (as the general partner of KKR Group Partnership), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the Series I preferred stockholder of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management), may be deemed to have shared beneficial ownership of the securities beneficially owned directly by KKR Wand Holdings and KKR Wand Investors, and each disclaims beneficial ownership of the securities.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

(c)  Except as set forth below, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, none of the other person named in Item 2 has engaged in any transaction in any shares of the Issuer’s Common Stock during the past 60 days.

On March 26, 2021, the below shares of Common Stock were sold by the Reporting Persons directly to the Issuer at a price of $32.25 per share.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 30, 2021

Annex A

Annex A is hereby amended and restated as follows:

Directors of KKR & Co. Inc.

 

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Arturo Gutierrez, who is a citizen of Mexico and Xavier Niel, who is a citizen of France.