SEC Form 4
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 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol WMIH CORP. [ WMIH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/31/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/31/2018 | C(1)(2) | 148,148,148 | A | $1.35 | 156,081,323(3) | I | See Footnotes(4)(7)(8) | ||
Common Stock | 07/31/2018 | P(1)(5) | 21,197,619 | A | (5) | 21,197,619 | I | See Footnotes(6)(7)(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series B Convertible Preferred Stock | $1.35 | 07/31/2018 | C(1)(2) | 200,000 | (2) | (2) | CommonStock | 148,148,148 | $0 | 0 | I | See Footnotes(4)(7)(8) | |||
Warrants | $1.32 | 07/31/2018 | S(1)(5) | 30,700,000 | (9) | 01/30/2019 | CommonStock | 30,700,000 | (5) | 0 | I | See Footnotes(6)(7)(8) | |||
Warrants | $1.43 | 07/31/2018 | S(1)(5) | 30,700,000 | (9) | 01/30/2019 | CommonStock | 30,700,000 | (5) | 0 | I | See Footnotes(6)(7)(8) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On 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. |
2. Upon 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. |
3. Reflects 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"). |
4. Represents 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. |
5. Upon 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. |
6. Represents 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. |
7. KKR 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. |
8. Each 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. |
9. The warrants were immediately exercisable. |
Remarks: |
Exhibit List: Exhibit 24 - Powers of Attorney. |
KKR WAND HOLDINGS CORPORATION By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Christopher J. Harrington, Director | 08/02/2018 | |
KKR FUND HOLDINGS L.P. By: KKR Group Holdings Corp., a general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer | 08/02/2018 | |
KKR FUND HOLDINGS GP LIMITED By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Director | 08/02/2018 | |
KKR GROUP HOLDINGS CORP. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer | 08/02/2018 | |
KKR & CO. INC. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer | 08/02/2018 | |
KKR MANAGEMENT LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer | 08/02/2018 | |
HENRY R. KRAVIS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact | 08/02/2018 | |
GEORGE R. ROBERTS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact | 08/02/2018 | |
CHRISTOPHER J. HARRINGTON By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact | 08/02/2018 | |
TAGAR C. OLSON By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact | 08/02/2018 | |
** 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. |