Chief Executive Officer Bray Jesse K covered exercise/tax liability with 76,929 shares, was granted 32,260 shares, converted options into 129,562 shares and sold $3,367,200 worth of shares (30,000 units at $112.24), increasing direct ownership by 37% to 316,964 units (SEC Form 4)
$COOP
Finance: Consumer Services
Finance
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mr. Cooper Group Inc. [ COOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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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 | 03/01/2025 | F | 25,946(1) | D | $112.37 | 206,125 | D | |||
| Common Stock | 03/01/2025 | A | 32,260(2) | A | $0 | 238,385 | D | |||
| Common Stock | 03/03/2025 | M(3) | 129,562(3) | A | $0 | 367,947 | D | |||
| Common Stock | 03/03/2025 | F | 50,983(4) | D | $112.37 | 316,964 | D | |||
| Common Stock | 03/03/2025 | S | 30,000(5) | D | $112.24(6) | 698,821 | I | By The Jesse K. Bray Living Trust | ||
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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 | ||||||||
| 2025 Performance Stock Units | (7) | 03/01/2025 | A | 47,834 | (7) | (7) | Common Stock | 47,834 | (7) | 47,834 | D | ||||
| 2022 Performance Stock Units | (8) | 03/03/2025 | M(3) | 129,562(9) | (10) | (10) | Common Stock | 129,562(9) | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units ("RSUs") granted by the Issuer under its 2019 Omnibus Incentive Plan. |
| 2. Represents a RSU award to the Reporting Person pursuant to Issuer's 2019 Omnibus Incentive Plan and is subject to the terms and conditions of the award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock. One-third of such RSUs shall vest on each of the first three anniversaries of the grant date; provided that the executive officer remains continuously employed by the Company through each such applicable vesting date. |
| 3. On March 3, 2025, 129,562 performance stock units ("PSUs") vested and converted into 129,562 shares of Common Stock, par value $.01 per share, pursuant to the terms of the award agreement dated March 1, 2022, which was subject to the achievement of total shareholder return ("TSR") performance vesting criteria that was determined to have been satisfied on March 3, 2025. |
| 4. Number of shares forfeited to pay tax withholding obligations upon the vesting of PSUs granted by the Issuer under the 2019 Omnibus Incentive Plan. |
| 5. The sales reported on this Form 4 were effected pursuant to a previously announced Rule 10b5-1 trading plan adopted by the Jesse K. Bray Living Trust (the "Trust") on June 13, 2024. |
| 6. The price reported in Column 4 is a weighted average price; the shares were sold in multiple transactions at prices ranging from $109.94 to $113.90, inclusive. Reporting Person, on behalf of the Trust, undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 7. Represents a grant of a target number of PSUs which are eligible to vest and be settled into shares of Common Stock in an amount between 0% and 200% of the target based on achievement of relative TSR and annualized tangible book value growth performance vesting criteria over a period of three years from January 1, 2025 through December 31, 2027, with 100% of the PSUs eligible to vest on the later of (a) the date Issuer's Compensation Committee certifies the achievement of the performance hurdles and (b) March 1, 2028. |
| 8. Converts to Common Stock on a one-for-one basis. |
| 9. The number of shares of Common Stock that would be received upon vesting of the PSUs, if any, may vary from 0% to 200% of the number shown depending on specified TSR performance over the relevant vesting period. |
| 10. The PSUs vest, if at all and to the extent of specified TSR performance, over a period of three years from March 1, 2022 through December 31, 2024. |
| Remarks: |
| /s/Katherine K. Connell, Attorney-in-Fact | 03/04/2025 | |
| ** 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. | ||