Jesse K. Bray - 29 Feb 2024 Form 4 Insider Report for Mr. Cooper Group Inc. (COOP)

Role
Chief Executive Officer, Director
Signature
/s/Katherine K. Connell, Attorney-in-Fact
Issuer symbol
COOP
Transactions as of
29 Feb 2024
Net transactions value
-$9,759,148
Form type
4
Filing time
04 Mar 2024, 17:59:25 UTC
Previous filing
30 Jan 2024
Next filing
11 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COOP Common Stock Sale $1,790,250 -25,000 -6.4% $71.61 366,051 29 Feb 2024 By The Jesse K. Bray Living Trust F1, F2
transaction COOP Common Stock Gift $0 -6,420 -1.8% $0.000000 359,631 29 Feb 2024 By The Jesse K. Bray Living Trust F3
transaction COOP Common Stock Tax liability $6,596,473 -92,310 -10% $71.46 792,104 01 Mar 2024 Direct F4
transaction COOP Common Stock Tax liability $1,372,425 -19,254 -2.4% $71.28 772,850 01 Mar 2024 Direct F5
transaction COOP Common Stock Award $0 +50,856 +6.6% $0.000000 823,706 01 Mar 2024 Direct F6

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 2024 Performance Stock Units Award +50,856 50,856 01 Mar 2024 Common Stock 50,856 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 were effected pursuant to a previously announced Rule 10b5-1 trading plan adopted by the Jesse K. Bray Living Trust (the "Trust") on June 14, 2023.
F2 The price reported in Column 4 is a weighted average price; the shares were sold in multiple transactions at prices ranging from $71.15 to $73.13, inclusive. Reporting Person, on behalf of the Trust, undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3 Represents a gift (charitable contribution) of shares of common stock to a charitable organization.
F4 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.
F5 Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units granted by the Issuer under its 2019 Omnibus Incentive Plan.
F6 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.
F7 Represents a grant of a target number of performance share 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 relative total shareholder return and annualized tangible book value growth performance vesting criteria over a period of three years from January 1, 2024 through December 31, 2026, with 100% of the PSUs eligible to vest on the later of (a) the date Issuer's Compensation Committee certifies the achievement of the performance hurdles and (b) March 1, 2027.