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