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

Jan 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WMIH CORP. (WMIH)
CIK: 0000933136
Period of Report: 2018-01-05

Reporting Person: KKR Fund Holdings L.P. (N/A)
Reporting Person: KKR Fund Holdings GP Ltd (N/A)
Reporting Person: KKR Group Holdings L.P. (N/A)
Reporting Person: KKR Group Ltd (N/A)
Reporting Person: KKR & Co. L.P. (N/A)
Reporting Person: KKR Management LLC (N/A)
Reporting Person: KRAVIS HENRY R (N/A)
Reporting Person: ROBERTS GEORGE R (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-05	Series B Convertible Preferred Stock	$2.25	J	200000	Disposed		Common Stock (88888888)	Indirect
2018-01-05	Series B Convertible Preferred Stock	$1.35	J	200000	Acquired		Common Stock (148148148)	Indirect

Footnotes

F1: KKR Wand Investors L.P. initially acquired the 3.00% Series B Convertible Preferred Stock ("3% Series B Preferred Stock") on January 5, 2015. The terms of the 3% Series B Preferred Stock were amended and restated as 5.00% Series B Convertible Preferred Stock ("5% Series B Preferred Stock"), effective as of January 5, 2018. The two reported transactions reflect the amendment of the terms of the 3% Series B Preferred Stock, which may be deemed to result in the cancellation of the "old" 3% Series B Preferred Stock and the issuance of "new" 5% Series B Preferred Stock.

F2: The holder of the 3% Series B Preferred Stock had no optional right to convert the 3% Series B Preferred Stock into common stock of the Issuer ("Common Stock"). All or a portion of the 3% Series B Preferred Stock would automatically convert into Common Stock on each date that the Issuer closed certain acquisitions described in the Certificate of Designations establishing the terms of the 3% Series B Preferred Stock. In the event of an automatic conversion, the 3% Series B Preferred Stock would convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by a conversion price equal to the lesser of: (a) $2.25, and (b) the average of daily volume weighted average prices of the Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by the Issuer that it has entered into a definitive agreement for such acquisition, subject to a floor of $1.75 per share.

F3: The 3% Series B Preferred Stock could be converted automatically until January 5, 2018, unless extended pursuant to the terms thereof. If all of the Series B Preferred Stock were converted at the floor price, the amount of shares of Common Stock issuable to the Reporting Persons would be 114,285,714 shares.

F4: The holder of the 5% Series B Preferred Stock has no optional right to convert the 5% Series B Preferred Stock into 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 L.P. 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: KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.

F7: Each of KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by KKR Wand Investors L.P. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 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.