Maverick Merger Sub 2, LLC — Director's Dealing 2018

Aug 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WMIH CORP. (WMIH)
CIK: 0000933136
Period of Report: 2018-07-31

Reporting Person: KKR Fund Holdings L.P. (N/A)
Reporting Person: KKR Fund Holdings GP Ltd (N/A)
Reporting Person: KKR & Co. Inc. (N/A)
Reporting Person: KKR Management LLC (N/A)
Reporting Person: KRAVIS HENRY R (N/A)
Reporting Person: ROBERTS GEORGE R (N/A)
Reporting Person: KKR Wand Holdings Corp (N/A)
Reporting Person: KKR Group Holdings Corp. (N/A)
Reporting Person: Harrington Christopher J (N/A)
Reporting Person: Olson Tagar (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-31	Common Stock	C	148148148	$1.35	Acquired	156081323	Indirect
2018-07-31	Common Stock	P	21197619	—	Acquired	21197619	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-31	Series B Convertible Preferred Stock	$1.35	C	200000	Disposed		CommonStock (148148148)	Indirect
2018-07-31	Warrants	$1.32	S	30700000	Disposed	2019-01-30	CommonStock (30700000)	Indirect
2018-07-31	Warrants	$1.43	S	30700000	Disposed	2019-01-30	CommonStock (30700000)	Indirect

Footnotes

F1: On July 31, 2018, WMIH Corp. (the "Issuer"), Nationstar Mortgage Holdings Inc. ("Nationstar"), and Wand Merger Corporation, a wholly owned subsidiary of the Issuer ("Merger Sub"), completed the merger (the "Merger") under the Agreement and Plan of Merger, pursuant to which Nationstar merged with and into Merger Sub with Nationstar being the surviving entity in the Merger and a wholly owned subsidiary of the Issuer.

F2: Upon effectiveness of the Merger, pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Amended Charter"), the 5.00% Series B Convertible Preferred Stock of the Issuer ("5% Series B Preferred Stock") automatically converted into a number of shares of the Issuer's common stock (the "Common Stock") equal to the $1,000 liquidation preference amount divided by the conversion price of $1.35 per share.

F3: Reflects the acquisition of pro rata dividends and a special distribution, pursuant to the terms of the Amended Charter, on the 5% Series B Preferred Stock exempt from Section 16 under Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F4: Represents securities held directly by KKR Wand Investors Corporation. The sole directors and holders of voting stock of KKR Wand Investors Corporation are Tagar C. Olson and Christopher J. Harrington, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings 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 Fund Holdings L.P. Each of KKR Wand Investors Corporation, KKR Wand Investors L.P. and KKR Wand GP LLC is filing a separate Form 3 to report their beneficial ownership over securities of the Issuer.

F5: Upon effectiveness of the Merger, KKR Wand Holdings Corporation exchanged the 61,400,000 warrants of the Issuer it held for 21,197,619 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement.

F6: Represents securities held directly by KKR Wand Holdings Corporation. The sole directors and holders of voting stock of KKR Wand Holdings Corporation are Tagar C. Olson and Christopher J. Harrington, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings L.P. KKR Fund Holdings L.P. owns 100% of the economic interest in KKR Wand Holdings Corporation.

F7: KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.

F8: Each of the Reporting Persons 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 Persons are subject to Section 16 of the Exchange Act or that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F9: The warrants were immediately exercisable.