Maverick Merger Sub 2, LLC — Director's Dealing 2023

Mar 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mr. Cooper Group Inc. (COOP)
CIK: 0000933136
Period of Report: 2023-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-01	Common Stock	F	42199	$46.48	Disposed	705860	Direct
2023-03-01	Common Stock	F	5156	$46.43	Disposed	700704	Direct
2023-03-01	Common Stock	A	45768	—	Acquired	746472	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.

F2: Number of shares forfeited to pay tax withholding obligations upon the vesting of RSUs granted by the Issuer under its 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. 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 executive officer remains continuously employed by the Company through each such applicable vesting date.