Maverick Merger Sub 2, LLC — Director's Dealing 2015

May 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WMIH CORP. (WMIH)
CIK: 0000933136
Period of Report: 2015-05-15

Reporting Person: GALLAGHER WILLIAM C (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-15	Common Stock	A	1777778	$0.00	Acquired	1777778	Direct

Footnotes

F1: This restricted stock award was issued pursuant to a Restricted Stock Agreement, dated as of May 15, 2015, between WMIH Corp. (the "Company") and Mr. Gallagher that was entered into in connection with that certain Employment Agreement (the "Employment Agreement"), dated as of May 15, 2015, between the Company and Mr. Gallagher, pursuant to which Mr. Gallagher will serve as the Chief Executive Officer of the Company. The restricted stock award will vest in full upon the consummation of a Qualifying Acquisition (as defined in the Employment Agreement), subject to Mr. Gallagher's continued employment with the Company until such time.

F2: (Continued From Footnote 1) However, if the Company consummates a Qualifying Acquisition within six months following a termination of Mr. Gallagher's employment by the Company without Cause (as defined in the Employment Agreement), due to Mr. Gallagher's resignation for Good Reason (as defined in the Employment Agreement) or as a result of Mr. Gallagher's death, disability or the expiration of the Employment Period (as defined in the Employment Agreement), then the restricted shares will vest at the time of the consummation of the Qualifying Acquisition.

F3: This restricted stock award has an initial value of $2.25 per share.