Mr. Cooper (COOP) Form 3 Mr. Cooper / Kurt G Johnson ownership change

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

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1. Name and Address of Reporting Person^*

Johnson Kurt G

(Last) (First) (Middle)

8950 CYPRESS WATERS BLVD.

(Street)

COPPELL TX 75019

(City) (State) (Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Risk & Compliance

5. 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 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.
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