Maverick Merger Sub 2, LLC — Director's Dealing 2022

Mar 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mr. Cooper Group Inc. (COOP)
CIK: 0000933136
Period of Report: 2022-03-01

Reporting Person: Rawls Michael R (EVP & CEO-Xome)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-01	Common Stock	F	13577	$49.85	Disposed	105162	Direct
2022-03-01	Common Stock	F	4167	$50.83	Disposed	100995	Direct
2022-03-01	Common Stock	A	22783	—	Acquired	123778	Direct

Footnotes

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

F2: Number of shares forfeited to pay tax withholding obligations upon the vesting of RSUs granted pursuant to Issuer's 2019 Omnibus Incentive Plan.

F3: Represents a RSU award to the Reporting Person pursuant to Issuer's 2019 Omnibus Incentive Plan and is subject to the terms and conditions of the award agreement. 14,756 RSUs represent Reporting Person's annual equity grant; 8,027 RSUs represent a one-time special transactional bonus grant. Each RSU represents a contingent right to receive one share of Issuer's Common Stock. One-third of such RSUs shall vest on each of the first three anniversaries of the grant date, provided that the Reporting Person remains continuously employed by the Company through each such applicable vesting date.