Maverick Merger Sub 2, LLC — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mr. Cooper Group Inc. (COOP)
CIK: 0000933136
Period of Report: 2021-03-01

Reporting Person: Marshall Christopher G (Vice Chairman & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Stock	M	84358	—	Acquired	818470	Direct
2021-03-01	Common Stock	F	33195	$31.45	Disposed	785275	Direct
2021-03-01	Common Stock	F	51726	$31.19	Disposed	733549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	2020 Performance Stock Units	$0.0	M	84358	Disposed	2023-03-01	Common Stock (84358.0)	Direct

Footnotes

F1: On March 1, 2021, 84,358 performance stock units ("PSUs") vested and converted into shares of Common Stock, par value $.01 per share, pursuant to the terms of the award agreement dated March 13, 2020, which was subject to the achievement of total shareholder return ("TSR") performance vesting criteria that was determined to have been satisfied on March 1, 2021.

F2: Number of shares forfeited to pay tax withholding obligations upon the vesting of PSUs granted by the Issuer under the 2019 Omnibus Incentive Plan.

F3: Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units granted by the Issuer under the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan.

F4: Converts to Common Stock on a one-for-one basis.

F5: The PSUs vest, if at all and to the extent of specified TSR performance, over a period of three years from March 1, 2020, with one-third of the units eligible to vest based on performance through March 1, 2021.

F6: The number of shares of Common Stock that would be received upon vesting of the PSUs, if any, may vary from 0% to 200% of the number shown depending on specified TSR performance over the relevant vesting period.