Mr Cooper Group Inc (COOP)

[iPrelude]

https://www.sec.gov/Archives/edgar/data/933136/000114036118035163/formsc13da.htm


" ... (a) and (b). The Reporting Persons beneficially own an aggregate of 187,344,571 shares of Common Stock, which represent, in the aggregate, approximately, 17.0% of the outstanding shares of Common Stock. The 187,344,571 shares of Common Stock consist of 1,000,000 shares of the Issuer’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) held directly by KKR Wand Holdings convertible into 10,065,629 shares of Common Stock, 21,197,619 shares of Common Stock held directly by KKR Wand Holdings, and 156,081,323 shares of Common Stock held directly by KKR Wand Investors. The percentage of beneficial ownership in this Schedule 13D is based on information provided by the Issuer, and assumes that all 10,065,629 shares underlying such Series A Preferred Stock have been converted, as applicable, and are outstanding. ... "


" ... On July 31, 2018, upon effectiveness of the Merger, (a) KKR Wand Holdings exchanged the 61,400,000 warrants of the Issuer it held for 21,197,619 shares of Common Stock pursuant to the terms of the Warrant Exchange Agreement, (b) the Series B Preferred Stock held by KKR Wand Investors automatically converted into 148,148,148 shares of Common Stock pursuant to the terms of the Issuer’s Amended and Restated Certificate of Incorporation (the “Amended Charter”), and (c) KKR Wand Investors, as a holder of Series B Preferred Stock, received a pro rata special distribution of 3,809,524 shares of Common Stock and accrued but unpaid dividends in the amount of 906,225 shares of Common Stock pursuant to the terms of the Amended Charter.

On June 15, 2018, KKR Wand Investors received a pro rata dividend of 3,217,426 shares of Common Stock as a holder of Series B Preferred Stock pursuant to the terms of the Amended Charter. ..."