Mr. Cooper (COOP) Form 3 Mr. Cooper / Simon Greene 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^*

Greene Simon

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2020

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	X	10% Owner
Officer (give title below)		Other (specify below)

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	13,006,776	I	See Footnotes(1)(2)(5)(6)(7)
Common Stock	1,766,468	I	See Footnotes(1)(3)(5)(6)(7)

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
Series A Convertible Preferred Stock	(4)	(4)	Common Stock	838,802	13.2	I	See Footnotes(1)(3)(5)(6)(7)

Explanation of Responses:

1. On November 18, 2020, Simon Greene became a director and holder of the voting stock of each of KKR Wand Investors Corporation and KKR Wand Holdings Corporation.

2. Represents securities held directly by KKR Wand Investors Corporation. The sole directors and holders of voting stock of KKR Wand Investors Corporation are Christopher J. Harrington and Simon Greene, each of whom is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Group Partnership 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 Group Partnership L.P.

3. Represents securities held directly by KKR Wand Holdings Corporation. The sole directors and holders of voting stock of KKR Wand Holdings Corporation are Christopher J. Harrington and Simon Greene, each of whom is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Group Partnership L.P. KKR Group Partnership L.P. owns 100% of the economic interest in KKR Wand Holdings Corporation.

4. The Series A Convertible Preferred Stock is immediately convertible.

5. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

6. The Reporting Person 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 Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

7. Each of KKR Wand Investors Corporation, KKR Wand Investors L.P., KKR Wand GP LLC, KKR Wand Holdings Corporation, KKR Group Partnership L.P. (f/k/a KKR Fund Holdings L.P.), KKR Group Holdings Corp., KKR & Co. Inc., KKR Management LLP (f/k/a KKR Management LLC) and Messrs. Harrington, Kravis and Roberts has filed separate Section 16 reports to report their beneficial ownership over securities of the Issuer.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for Simon Greene	11/20/2020
	** 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).
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