Maverick Merger Sub 2, LLC — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mr. Cooper Group Inc. (COOP)
CIK: 0000933136
Period of Report: 2019-03-01

Reporting Person: Villani Anthony W. (EVP & GENERAL COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Common Stock	F	3041	$13.755	Disposed	81061	Direct
2019-03-01	Common Stock	A	27263	—	Acquired	108324	Direct

Footnotes

F1: Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units ("RSUs") granted by the Issuer under the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan (the "NSM Plan").

F2: Represents a RSU award to the Reporting Person pursuant to the NSM 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. The RSUs vest over a three-year period, with 33.3% vesting on each of March 1, 2020 and March 1, 2021 and 33.4% vesting on March 1, 2022, subject to the Reporting Person's continued service as an employee of Issuer.