0000899243-18-021930.txt : 20180809 0000899243-18-021930.hdr.sgml : 20180809 20180809161803 ACCESSION NUMBER: 0000899243-18-021930 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180731 FILED AS OF DATE: 20180809 DATE AS OF CHANGE: 20180809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PATEL AMAR R CENTRAL INDEX KEY: 0001227323 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 181005282 MAIL ADDRESS: STREET 1: 8401 N CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75225 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-07-31 0 0000933136 WMIH CORP. WMIH 0001227323 PATEL AMAR R C/O WMIH CORP. 8950 CYPRESS WATERS BOULEVARD COPPELL TX 75019 0 1 0 0 EVP & Chief Financial Officer Common Stock 5149329 D Common Stock 371277 D Shares of issuer Common Stock acquired as a result of stock elections made by the reporting person pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, Nationstar Mortgage Holdings Inc. ("Nationstar") and Wand Merger Corporation, a wholly owned subsidiary of the issuer. Pursuant to the terms of the Merger Agreement, each share of Nationstar common stock held by the reporting person represented the right to receive the consideration described in the Merger Agreement (the "merger consideration") in the form elected by the reporting person. (Continued from Footnote 1) Additionally, subject to certain exceptions, each outstanding Nationstar restricted stock unit held by the reporting person that was granted prior to February 12, 2018, whether vested or unvested, automatically vested in full, was assumed by the issuer and converted into a Restricted Stock Unit of the issuer ("RSU") entitling the reporting person to also receive upon settlement the merger 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 Nationstar common stock underlying the number of Nationstar restricted stock unit awards as of immediately prior to the effective time of the merger. The reporting person was initially granted restricted stock units representing a contingent right to receive one share of common stock of Nationstar pursuant to the Nationstar Second Amended and Restated 2012 Incentive Compensation Plan. In connection with the merger, pursuant to the Merger Agreement, the Nationstar restricted stock units granted after February 12, 2018 were automatically assumed and converted into RSUs representing a contingent right to receive one share of issuer Common Stock (rounded down to the nearest whole share) with respect to a number of issuer shares equal to the number of Nationstar restricted stock unit awards held by the reporting person immediately prior to the effective time of the merger multiplied by the exchange ratio set forth in the Merger Agreement (12.7793). (Continued from Footnote 3) The RSUs have the same vesting and settlement schedule as the Nationstar restricted stock units which were assumed and converted. The RSUs vest over a three-year period, with 33% of the RSUs vesting on each of the first and second anniversaries and 34% vesting on the third anniversary of the date of grant, subject to the reporting person's continued service as an employee of the issuer. Each RSU represents a contingent right to receive one share of issuer's Common Stock. /s/ Katherine K. Connell, Attorney-in-Fact 2018-08-09 EX-24 2 attachment1.htm EX-24 DOCUMENT

WMIH CORP.
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

        The undersigned, being subject to the reporting obligations of Section
16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect
to ownership of securities of WMIH Corp. (the "Corporation"), hereby constitutes
and appoints, individually, each of Anthony W. Villani, Elizabeth K. Giddens,
Elisabeth Gormley, Katherine K. Connell and any other person holding the title
of Associate General Counsel, Deputy General Counsel or General Counsel of the
Corporation, as the undersigned's true and lawful attorneys-in-fact and agents,
with the power and in the undersigned's name, place and stead, to:

        (i) prepare, execute and file, with the United States Securities and
Exchange Commission ("SEC"), any United States stock exchange or any other
authority, for and on behalf of the undersigned, in connection with transactions
in the Corporation's securities, any and all forms, reports or documents
(including exhibits and amendments thereto), required to be made pursuant to
Section 16(a) of the Act or the related rules of the SEC;

        (ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable for the preparation and timely
filing of any such forms, reports or documents with the SEC, any United States
stock exchange and any other authority (including without limitation requesting
EDGAR access codes from the SEC); and

        (iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney ("POA") shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution, re-substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this POA and the
rights and powers herein granted.

        This POA shall remain in full force and effect until the undersigned is
no longer required to file reports pursuant to Section 16 of the Act with
respect to the undersigned's holdings of the Corporation's securities, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. A copy of this POA shall be filed with the SEC and
with any applicable United States stock exchange or similar authority. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Act.

        IN WITNESS WHEREOF, the undersigned has caused this POA to be executed
as of this 6th day of August 2018.



                                        /s/ Amar R. Patel
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                                        Signature

                                        Amar R. Patel
                                        ------------------------------
                                        Name