Mr Cooper Group Inc fka COOP

[Dmdmd2020]

Per Document #12573 filed by Ex-employee Claimants on January 04, 2019:

http://www.kccllc.net/wamu/document/0812229190104000000000001

PDF Page 20 of 1014:

"G. The FDIC Did Not Reject Vested Equity Interests Under the WaMu Equity Incentive Plan

Holders of vested equity interests are entitled to receive a distribution, pursuant to the Chapter 11 Plan. Equity holders were not required to submit Proofs of Claim.

The FDIC did not opine that “vested” equity interests were subject to Part 359. In fact, the FDIC determined that only the payments based on the Equity Incentive Plan where “the vesting of those share is accelerated based on WMI’s liquidation or WMB’s failure” would be subject to Part 359, in the opinion of the FDIC. [Second FDIC Determination, Ex. 6 hereto at p. 9.] Accordingly, to the extent that any of the Claimants are holders of vested equity interests, such equity claims should be excluded from any order on the Dismissal Motion, since vested equity claims were neither considered, nor rejected, by the FDIC. "

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IMO...my conclusions as of January 07, 2019:

1) The Ex-employee Claimants don't think the WMI Escrow Markers are worthless. They are fighting hard to keep their "Vested Equity Interests". Just to be clear, "Vested Equity Interests" = WMI Escrow Markers.

2) The Ex-employee Claimants are the people that would know the exact amount of recovery the WMI Escrow Markers would produce.

3) IMO...the WMI Escrow Markers are valuable!
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Per Form 3 filed on 11-21-2008 (on behalf of one of the Ex-employee Claimants (Robert Joab Williams, Jr.))

https://www.otcmarkets.com/filing/html?id=6268204&guid=TAv8UHdDAs7qX3h

Go directly to the link, it's easier to read, but here is the text:

"Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   
134804.798   
D   

1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
Stock Option (Right to Buy)   
  (1)
9/10/2015   
Common Stock   
44000   
$2.32   
D   
 
Stock Option (Right to Buy)   
  (2)
1/22/2018   
Common Stock   
113636   
$14.77   
D   
 
Stock Option (Right to Buy)   
  (3)
3/15/2015   
Common Stock   
27300   
$41.75   
D   
 
Stock Option (Right to Buy)   
  (4)
1/20/2016   
Common Stock   
30000   
$43.33   
D   
 
Stock Option (Right to Buy)   
  (5)
1/19/2017   
Common Stock   
37129   
$44.67   
D   
 

Explanation of Responses:
(1) 
The option vests in three equal annual installments commencing on the first anniversary of September 10, 2008.
(2) 
The option vests in three equal annual installments commencing on the first anniversary of January 22, 2008.
(3) 
The option is fully vested.
(4) 
The option vests in three equal annual installments commencing on the first anniversary of January 20, 2006.
(5) 
The option vests in three equal annual installments commencing on the first anniversary of January 19, 2007. "

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IMO...My conclusions as of January 13, 2019:

1)  Robert Joab Williams, Jr. was the last Ex-employee Claimant that filed their vested interest which was bestowed onto him as of 11-13-2008 (almost two months after the seizure on September 25, 2008).

2)  The last Form 3 that was filed between the seizure and the Effective Date (March 19, 2012) was of Robert Joab Williams, Jr. (Form 3 link above).

3) The same day the above Form 3 was filed, John Maciel also filed a Form 3, designating him the Chief Financial Officer of WMI as of 11-13-2008. Thus, giving Maciel the right to be the "Attorney-in-Fact" for Robert Joab Williams, Jr. and on 11-14-2008 Maciel was given Power of Attorney.

https://www.otcmarkets.com/filing/html?id=6268203&guid=TAv8UHdDAs7qX3h

4) Per the Form 3 of Robert Joab Williams, Jr., he owned Common shares = 134,804.  He was also awarded "Stock Option (Right to Buy)" for Common shares as of 11-13-2008 (almost two months after the seizure). Total options on shares of Common,if Williams was vested all his equity interests, is 252,065 Common shares.

5) Take note that under the last of the 44,000 Common shares under "(1)" which states:
"The option vests in three equal annual installments commencing on the first anniversary of September 10, 2008."

Which means that the lot of 44,000 Common shares would not start vesting until September 10, 2009 and it would not finish vesting the entire lot until September 10, 2011.

6)  I did not search for the other Ex-employee Claimants' information on their Vested Equity Interests, because it is obvious that they would be similar to Robert Joab Williams, Jr.'s Form 3.  It is important to point out that the Ex-employee Claimants needed to delay and drag out the litigation regarding the "golden parachute" and pension plan issues as long as possible until all the options to stock were fully vested.

7)  As you could see that the last expiration date to execute any options was "1/22/2018".  Therefore, if ex-employees such as Robert Joab Williams, Jr. wanted to reap the benefits of the WMI Escrow Markers, they needed to wait until all the shares were vested.  In Mr. Williams' case, the last lot of options were vested as of September 10, 2011.

8.  Now the Ex-employee claimants know that the Common Shares (Class 22) survived, and in fact will get a distribution of recoveries. They are fighting hard to keep their claim on those Vested Equity Interests, because they know how valuable the WMI Escrow Markers are.

9) Excluding the Vested Equity Interests and "golden Parachute" claims, Mr. Robert Joab Williams, Jr. was claiming $1,317,538.00 (Doc #12577, p. 3; filed as of January 04, 2019)