Jesse K. Bray - Nov 1, 2023 Form 4 Insider Report for Mr. Cooper Group Inc. (COOP)

Role: Chief Executive Officer, Director
Signature: /s/Katherine K. Connell, Attorney-in-Fact
Stock symbol: COOP
Transactions as of: Nov 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/3/2023, 06:07 PM
Previous filing: Oct 31, 2023
Next filing: Nov 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COOP	Common Stock	Award	$0	+106K	+13.64%	$0.00	884K	Nov 1, 2023	Direct	F1
holding	COOP	Common Stock						466K	Nov 1, 2023	By The Jesse K. Bray Living Trust

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	2023 VD Performance Stock Units	Award	$0	+159K		$0.00	159K	Nov 1, 2023	Common Stock	159K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents a restricted stock unit (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. Fifty percent of the RSUs will vest on December 31, 2026, and fifty percent will vest on December 31, 2028, provided that Mr. Bray is still employed as Issuer's Chief Executive Officer and/or Chairman of the Board on the applicable vesting dates.
F2	Represents a grant of a target number of performance stock units (PSUs), which are eligible to be settled into shares of Common Stock in an amount between 0% and 200% of the target based on achievement of book value and relative total shareholder return performance vesting criteria with fifty percent (50%) of the PSUs eligible to vest based on performance during the period beginning January 1, 2024 through December 31, 2026 and fifty percent (50%) of the PSUs eligible to vest based on performance during the period beginning January 1, 2024 through December 31, 2028. The PSUs are eligible to vest on the later of (i) the date the Issuer's Compensation Committee certifies the achievement of the performance hurdles and (ii) March 1, 2027 in the case of the 3-Year PSUs and March 1, 2029 in the case of the 5-Year PSUs.

Content

Represents a restricted stock unit (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. Fifty percent of the RSUs will vest on December 31, 2026, and fifty percent will vest on December 31, 2028, provided that Mr. Bray is still employed as Issuer's Chief Executive Officer and/or Chairman of the Board on the applicable vesting dates.

Represents a grant of a target number of performance stock units (PSUs), which are eligible to be settled into shares of Common Stock in an amount between 0% and 200% of the target based on achievement of book value and relative total shareholder return performance vesting criteria with fifty percent (50%) of the PSUs eligible to vest based on performance during the period beginning January 1, 2024 through December 31, 2026 and fifty percent (50%) of the PSUs eligible to vest based on performance during the period beginning January 1, 2024 through December 31, 2028. The PSUs are eligible to vest on the later of (i) the date the Issuer's Compensation Committee certifies the achievement of the performance hurdles and (ii) March 1, 2027 in the case of the 3-Year PSUs and March 1, 2029 in the case of the 5-Year PSUs.