Christopher G. Marshall - Mar 1, 2022 Form 4 Insider Report for Mr. Cooper Group Inc. (COOP)

Role: Vice Chairman, President & CFO
Signature: /s/Katherine K. Connell, Attorney-in-Fact
Stock symbol: COOP
Transactions as of: Mar 1, 2022
Transactions value $: -$2,579,987
Form type: 4
Date filed: 3/3/2022, 04:51 PM
Next filing: Mar 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COOP	Common Stock	Tax liability	-$2.58M	-51.8K	-7.06%	$49.85	682K	Mar 1, 2022	Direct	F1
transaction	COOP	Common Stock	Award	$0	+39.3K	+5.77%	$0.00	721K	Mar 1, 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	COOP	2022 Performance Stock Units	Award	$0	+37.1K		$0.00	37.1K	Mar 1, 2022	Common Stock	37.1K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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	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 Reporting Person remains continuously employed by the Company through each such applicable vesting date.
F3	Represents a grant of a target number of performance stock units ("PSUs") which are eligible to vest and be settled into shares of Common Stock in an amount between 0% and 200% of the target based on achievement of TSR performance vesting criteria over a period of three years from March 1, 2022, with one-third of the PSUs eligible to vest based on TSR performance through March 1, 2023.