Micah R. Conrad - Sep 7, 2021 Form 4 Insider Report for OneMain Holdings, Inc. (OMF)

Role: EVP and CFO
Signature: /s/ Jack R. Erkilla attorney-in-fact for Micah R. Conrad
Stock symbol: OMF
Transactions as of: Sep 7, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/9/2021, 08:40 PM
Next filing: Jan 28, 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	+37.5K	+116.2%	$0.00	69.8K	Sep 7, 2021	Direct	F1

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	OMF	Performance-Based Restricted Stock Units	Award	$0	+37.5K		$0.00	37.5K	Sep 7, 2021	Common Stock	37.5K		Direct	F2

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

Explanation of Responses:

Id	Content
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 September 7, 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.

Content

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 September 7, 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.

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.