0000899243-18-021182.txt : 20180802 0000899243-18-021182.hdr.sgml : 20180802 20180802161546 ACCESSION NUMBER: 0000899243-18-021182 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180731 FILED AS OF DATE: 20180802 DATE AS OF CHANGE: 20180802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Villani Anthony W. CENTRAL INDEX KEY: 0001543544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35449 FILM NUMBER: 18988519 MAIL ADDRESS: STREET 1: 8950 CYPRESS WATERS BOULEVARD CITY: COPPELL STATE: TX ZIP: 75019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nationstar Mortgage Holdings Inc. CENTRAL INDEX KEY: 0001520566 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 452156869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8950 CYPRESS WATERS BOULEVARD CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: (469) 549-2000 MAIL ADDRESS: STREET 1: 8950 CYPRESS WATERS BOULEVARD CITY: COPPELL STATE: TX ZIP: 75019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-31 1 0001520566 Nationstar Mortgage Holdings Inc. NSM 0001543544 Villani Anthony W. C/O NATIONSTAR MORTGAGE HOLDINGS INC. 8950 CYPRESS WATERS BOULEVARD COPPELL TX 75019 0 1 0 0 EVP and General Counsel Common Stock 2018-07-31 4 D 0 53020 D 0 D Common Stock 2018-07-31 4 M 0 24256 A 24256 D Common Stock 2018-07-31 4 D 0 24256 D 0 D Restricted Stock Units 0.00 2018-07-31 4 M 0 24256 0.00 D Common Stock 24256 21790 D Restricted Stock Units 0.00 2018-07-31 4 D 0 21790 0.00 D Common Stock 21790 0 D Each share of Common Stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, WMIH Corp. ("WMIH") and Wand Merger Corporation, a wholly owned subsidiary of WMIH, in exchange for either (i) $18.00 in cash, without interest (the "Cash Election Consideration") or (ii) 12.7793 shares of validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of WMIH (the "Stock Election Consideration"), in each case, subject to the merger consideration election made by the reporting person and the proration and adjustments set forth in the Merger Agreement. Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. Under the terms of the Merger Agreement, subject to certain exceptions, each outstanding Restricted Stock Unit held by the reporting person, whether vested or unvested, automatically vested in full, was assumed by WMIH and converted into a WMIH restricted stock unit entitling the reporting person to receive upon settlement either the Cash Election Consideration or the Stock Election Consideration, as elected by the reporting person in accordance with the procedures set out in the Merger Agreement, based on the number of shares of Common Stock underlying the number of Restricted Stock Unit awards as of immediately prior to the effective time of the merger. Restricted Stock Unit awards granted on or after February 12, 2018 were not included as part of the reporting person's share count for purposes of the election to receive the merger consideration under the Merger Agreement. Instead, these awards were automatically assumed by WMIH and converted into WMIH restricted stock unit awards, with respect to a number of WMIH shares equal to the number of shares of Common Stock underlying the awards multiplied by the exchange ratio set forth in the Merger Agreement (12.7793). These restricted stock unit awards otherwise remain subject to the same vesting schedule and settlement terms as applicable immediately prior to such assumption and conversion. /s/ Katherine K. Connell, Attorney-in-Fact 2018-08-02