Douglas H. Shulman - Jan 26, 2022 Form 4 Insider Report for OneMain Holdings, Inc. (OMF)

Role: President and CEO, Director
Signature: /s/ Jack R. Erkilla attorney-in-fact for Douglas H. Shulman
Stock symbol: OMF
Transactions as of: Jan 26, 2022
Transactions value $: -$4,313,150
Form type: 4
Date filed: 1/28/2022, 05:46 PM
Previous filing: Nov 18, 2021
Next filing: Feb 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OMF	Common Stock, par value $0.01 per share	Award	$0	+49.9K	+20.08%	$0.00	298K	Jan 26, 2022	Direct	F1
transaction	OMF	Common Stock, par value $0.01 per share	Award	$0	+155K	+52.03%	$0.00	454K	Jan 27, 2022	Direct	F2
transaction	OMF	Common Stock, par value $0.01 per share	Tax liability	-$4.31M	-83.1K	-18.3%	$51.93	371K	Jan 27, 2022	Direct

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

Explanation of Responses:

Id	Content
F1	Consists of employee restricted stock units (RSUs) granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan. The RSUs vest in three installments as follows: one-third of the RSUs vest on each of February 18, 2022, February 17, 2023, and February 20, 2024, 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	Reflects shares of Issuer common stock acquired upon the vesting of performance-based restricted stock units granted pursuant to the Issuer's annual equity grant determination for 2019, as well as performance-based restricted stock units granted pursuant to an equity grant for 2018, each of which was granted February 5, 2019. Payout of each grant was subject to the Issuer's achievement of cumulative 2019-2021 performance objectives. These performance-based restricted stock units were deemed earned and vested on January 27, 2022, when the Compensation Committee confirmed that the performance objectives were achieved.

Content

Consists of employee restricted stock units (RSUs) granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan. The RSUs vest in three installments as follows: one-third of the RSUs vest on each of February 18, 2022, February 17, 2023, and February 20, 2024, 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.

Reflects shares of Issuer common stock acquired upon the vesting of performance-based restricted stock units granted pursuant to the Issuer's annual equity grant determination for 2019, as well as performance-based restricted stock units granted pursuant to an equity grant for 2018, each of which was granted February 5, 2019. Payout of each grant was subject to the Issuer's achievement of cumulative 2019-2021 performance objectives. These performance-based restricted stock units were deemed earned and vested on January 27, 2022, when the Compensation Committee confirmed that the performance objectives were achieved.