0000896595-18-000017.txt : 20180731 0000896595-18-000017.hdr.sgml : 20180731 20180731181234 ACCESSION NUMBER: 0000896595-18-000017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180730 FILED AS OF DATE: 20180731 DATE AS OF CHANGE: 20180731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAIRFIELD THOMAS L CENTRAL INDEX KEY: 0001642744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 18982325 MAIL ADDRESS: STREET 1: C/O WMIH CORP. STREET 2: 800 FIFTH AVENUE, SUITE 4222 CITY: SEATTLE STATE: WA ZIP: 98104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WMIH CORP. CENTRAL INDEX KEY: 0000933136 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 911653725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 FIFTH AVENUE STREET 2: SUITE 4100 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 206-922-2957 MAIL ADDRESS: STREET 1: 800 FIFTH AVENUE STREET 2: SUITE 4100 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: WMI HOLDINGS CORP. DATE OF NAME CHANGE: 20120320 FORMER COMPANY: FORMER CONFORMED NAME: WASHINGTON MUTUAL, INC DATE OF NAME CHANGE: 20061017 FORMER COMPANY: FORMER CONFORMED NAME: WASHINGTON MUTUAL INC DATE OF NAME CHANGE: 19941123 4 1 f4fairfield072018.xml OWNERSHIP DOCUMENT X0306 4 2018-07-30 0 0000933136 WMIH CORP. WMIH 0001642744 FAIRFIELD THOMAS L C/O WMIH CORP. 800 FIFTH AVENUE, SUITE 4222 SEATTLE WA 98104 0 1 0 0 President & COO Common Stock 2018-07-30 4 A 0 507936 1.42 A 2285714 D Common Stock 2018-07-31 4 F 0 1000000 1.42 D 1285714 D This restricted stock award was issued pursuant to a Restricted Stock Agreement, dated as of July 30, 2018, between WMHI Corp. (the "Company") and Mr. Fairfield that was entered into in connection with that certain Employment Agreement (as amended, the "Employment Agreement"), dated as of May 15, 2015, between the Company and Mr. Fairfield, to increase the award of restricted stock pursuant to the Employment Agreement, to take into account the decrease to the Series B Preferred Stock conversion price pursuant to an amendment to the Series B Preferred Stock. The restricted stock award will vest in full upon the consummation of a Qualifying Acquisition (as defined in the Employment Agreement), subject to Mr. Fairfield's continued employment with the Company until such time. (Continued from Footnote 1) However, if the Company consummates a Qualifying Acquisition within six months following a termination of Mr. Fairfield's employment by the Company without Cause (as defined in the Employment Agreement), due to Mr. Fairfield's resignation for Good Reason (as defined in the Employment Agreement) or as a result of Mr. Fairfield's death, disability or the expiration of the Employment Period (as defined in the Employment Agreement), then the restricted shares will vest at the time of the consummation of the Qualifying Acquisition. This restricted stock award has an initial value of $1.42 per share. /s/ Thomas L. Fairfield 2018-07-31