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

Jul 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WMIH CORP. (WMIH)
CIK: 0000933136
Period of Report: 2018-07-01

Reporting Person: KKR Group Ltd (N/A)
Reporting Person: KKR Group Holdings L.P. (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-01	Series A Convertible Preferred Stock	$1.1	J	10065629	Disposed		Common Stock (10065629)	Indirect
2018-07-01	Series B Convertible Preferred Stock	$1.35	J	200000	Disposed		Common Stock (148148148)	Indirect
2018-07-01	Warrants	$1.32	J	30700000	Disposed	2019-01-30	Common Stock (30700000)	Indirect
2018-07-01	Warrants	$1.43	J	30700000	Disposed	2019-01-30	Common Stock (30700000)	Indirect

Footnotes

F1: Pursuant to an internal reorganization in connection with the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated. KKR Group Holdings L.P. and KKR Group Limited are filing this "exit" Form 4 to report that they are no longer beneficial owners of securities of WMIH Corp. (the "Issuer"). KKR Group Holdings Corp. is separately filing a Form 3 to report beneficial ownership of securities of the Issuer in connection with the above reorganization. This internal reorganization did not involve any purchase or sale of securities of the Issuer.

F2: The Series A Convertible Preferred Stock is immediately convertible.

F3: These securities are held directly by KKR Wand Holdings Corporation. The sole directors and holders of voting stock of KKR Wand Holdings Corporation are Christopher Harrington and Tagar Olson, 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.

F4: The holder of the 5.00% Series B Convertible Preferred Stock ("5% Series B Preferred Stock") has no optional right to convert the 5% Series B Preferred Stock into common stock of the Issuer ("Common Stock"). All or a portion of the 5% Series B Preferred Stock automatically converts into Common Stock on each date that the Issuer closes certain acquisitions described in the amendment to the Issuer's Amended and Restated Certificate of Incorporation, which established the terms of the 5% Series B Preferred Stock. In the event of an automatic conversion, the 5% Series B Preferred Stock shall convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by the fixed conversion price of $1.35 per share. The 5% Series B Preferred Stock may be converted automatically until October 5, 2019, except in certain circumstances, such period may be extended pursuant to the terms thereof.

F5: Represents securities held by KKR Wand Investors Corporation. The sole directors and holders of voting stock of KKR Wand Investors Corporation are Christopher Harrington and Tagar Olson, 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.

F6: The warrants are immediately exercisable.

F7: KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. Prior to the reorganization, KKR Group Holdings L.P. was the general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited and KKR Group Limited was the general partner of KKR Group Holdings L.P.