OneMain Holdings, Inc. — Director's Dealing 2021

Jul 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OneMain Holdings, Inc. (OMF)
CIK: 0001584207
Period of Report: 2021-07-16

Reporting Person: Shulman Douglas H. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-16	Common Stock, par value $0.01 per share	A	100000	—	Acquired	236738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-16	Performance-Based Restricted Stock Units	$	A	100000	Acquired		Common Stock (100000)	Direct

Footnotes

F1: Consists of restricted stock units (RSUs) granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan. The RSUs vest in four (4) equal installments on each of the first four anniversaries of the July 16, 2021 date of grant, subject to the reporting person's continued employment through the specified vesting date. The reporting person will receive one share of common stock for each vested restricted stock unit.

F2: Each performance-based restricted stock unit (Performance-Based Units) represents a contingent right to receive one share of OMF common stock. The Performance-Based Units have a seven-year performance period, with 50% of the Performance-Based Units vesting at an absolute total shareholder return (TSR) of 80%, 100% of the Performance-Based Units vesting at an absolute TSR of 100%, and 150% of the Performance-Based Units vesting at an absolute TSR of 120%. The Performance-Based Units include a 10% annual reduction in the target Performance-Based Units for each year the tranche is achieved following year five of the seven-year performance period.