SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2022 | 3. Issuer Name and Ticker or Trading Symbol Mr. Cooper Group Inc. [ COOP ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 51,182(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Includes unvested restricted stock units ("RSUs") granted by Issuer pursuant to the: (a) Nationstar Mortgage Holdings Inc. Second Amended & Restated 2012 Incentive Compensation Plan regarding (i) 7,892 remaining unvested RSUs from RSU award originally granted with respect to 23,628 RSUs on March 1, 2019 and (ii) 1,215 remaining unvested RSUs from RSU award originally granted with respect to 3,636 RSUs on March 1, 2019 and (b) Issuer's 2019 Omnibus Incentive Plan regarding (i) 5,200 remaining unvested RSUs from RSU award originally granted with respect to 7,795 RSUs on March 1, 2020 and (ii) 9,539 unvested RSUs from RSU award granted on March 1, 2021. Each RSU award (a) vests ratably on the first, second and third anniversaries of the grant date and (b) is subject to the terms and conditions of the respective RSU award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock, subject to Reporting Person's continued service as an employee of Issuer. |
| Remarks: |
| Katherine K. Connell, Attorney-in-Fact | 02/22/2022 | |
| ** 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 5 (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. | ||