OneMain (OMF) Form 4 OneMain / George G Hicks ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
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^*

Hicks George G

(Last) (First) (Middle)

901 MARQUETTE AVE. S., SUITE 3300

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OneMain Holdings, Inc. [ OMF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote (1)

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/16/2021		S		1,901,638	D	$51.0125	9,453,930	I	See Footnote(1)

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

1. Name and Address of Reporting Person^*

Hicks George G

(Last) (First) (Middle)

901 MARQUETTE AVE. S., SUITE 3300

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CARSTAIRS ILFRYN

(Last) (First) (Middle)

6 BATTERY ROAD #21-01

(Street)

SINGAPORE U0 049909

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VARDE INVESTMENT PARTNERS UGP, LLC

(Last) (First) (Middle)

901 MARQUETTE AVE. S., SUITE 3300

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Varde Skyway Fund UGP, LLC

(Last) (First) (Middle)

901 MARQUETTE AVE. S., SUITE 3300

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VARDE CREDIT PARTNERS UGP, LLC

(Last) (First) (Middle)

901 MARQUETTE AVE. S., SUITE 3300

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock, par value $0.01, of OneMain Holdings, Inc. (the "Issuer") reported as beneficially owned are held of record by OMH Holdings, L.P. ("Holdings") or its subsidiaries. Each Reporting Person may be deemed an indirect beneficial holder of shares of common stock of the Issuer. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by Holdings or its subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Form 3 of 3.

	ILFRYN C. CARSTAIRS, By: /s/ Ilfryn C. Carstairs	02/18/2021
	VARDE INVESTMENT PARTNERS UGP, LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel	02/18/2021
	THE VARDE SKYWAY FUND UGP, LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel	02/18/2021
	VARDE CREDIT PARTNERS UGP, LLC , By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel	02/18/2021
	** 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.