COOP Mr Cooper Group Inc

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	KKR Wand Holdings Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,605,270
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			2,605,270
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,605,270
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 4 supplements and amends the Schedule 13D filed on January 7, 2015 by certain of the Reporting Persons (as defined below), as amended by Amendment No. 1 to the Schedule 13D filed on January 9, 2018, as amended by Amendment No. 2 to the Schedule 13D filed on February 15, 2018, as amended by Amendment No. 3 to the Schedule 13D filed on August 2, 2018 (as so amended, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Mr. Cooper Group Inc. (f/k/a WMIH Corp.), a Delaware corporation, and represents an initial filing of Schedule 13D by Jeffrey Livingston.  This Amendment reflects, among other things, that Jeffrey Livingston replaced Tagar C. Olson as a director and voting stockholder of each of KKR Wand Holdings Corporation and KKR Wand Investors Corporation.  Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This Statement on Schedule 13D (this “Statement”) relates to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Mr. Cooper Group Inc. (f/k/a WMIH Corp.), a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 8950 Cypress Waters Blvd, Coppell, Texas 75019.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(i) KKR Wand Holdings Corporation, a Cayman Islands exempted company (“KKR Wand Holdings”);

(ii) KKR Wand Investors Corporation, a Cayman Islands exempted company (“KKR Wand Investors”);

(iii) KKR Wand Investors L.P., a Delaware limited partnership (“KKR Wand LP”);

(iv) KKR Wand GP LLC, a Delaware limited liability company (“KKR Wand GP”);

(v) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership (“KKR Fund Holdings”);

(vi) KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”);

(vii) KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);

(viii) KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);

(ix) KKR Management LLC, a Delaware limited liability company (“KKR Management”);

(x) Henry R. Kravis, a United States citizen;

(xi) George R. Roberts, a United States citizen;

(xii) Tagar C. Olson, a United States citizen;

(xiii) Christopher J. Harrington, a United States citizen; and

(xiv) Jeffrey Livingston, a United States citizen (the persons and entities listed in items (i) through (xiv) are collectively referred to herein as the “Reporting Persons”).

The sole directors and holders of voting stock of each of KKR Wand Holdings and KKR Wand Investors are Christopher J. Harrington and Jeffrey Livingston.  Messrs. Harrington and Livingston are executives of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates. KKR Fund Holdings, an affiliate of KKR, owns 100% of the economic interest in KKR Wand Holdings.  KKR Wand LP owns 100% of the economic interest in KKR Wand Investors.  KKR Wand GP is the general partner of KKR Wand LP and a wholly owned subsidiary of KKR Fund Holdings.  KKR Fund Holdings may be deemed to have shared beneficial ownership over the securities held by KKR Wand Holdings and KKR Wand Investors.  KKR Fund Holdings GP is a general partner of KKR Fund Holdings. KKR Group Holdings is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings.  KKR & Co. is the sole shareholder of KKR Group Holdings. KKR Management is the Class B common stockholder of KKR & Co.  Messrs. Kravis and Roberts are the designated members of KKR Management.

Each of Messrs. Scott Nuttall, Joseph Bae, William Janetschek, and David Sorkin is a director of KKR Fund Holdings GP and KKR Group Holdings.  The executive officers of KKR Group Holdings and KKR & Co. are Messrs. Kravis, Roberts, Nuttall, Bae, Janetschek and Sorkin.  The directors of KKR & Co. are listed on Annex A attached hereto, which is incorporated herein by reference.

Each of Messrs. Nuttall, Bae, Janetschek and Sorkin is a United States citizen.

The Reporting Persons have entered into a joint filing agreement, dated as of December 31, 2019, a copy of which is attached hereto as Exhibit W.

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Harrington, Livingston, Nuttall, Bae, Janetschek and Sorkin is as an executive of KKR and/or one or more of its affiliates.

Item 3 of the Schedule 13D is hereby amended and supplemented by the following:

On December 30, 2019, Jeffrey Livingston replaced Tagar Olson as a voting stockholder of each of KKR Wand Holdings Corporation and KKR Wand Investors Corporation, and Mr. Olson resigned as a director of each such entity.  On December 31, 2019, Mr. Livingston was appointed as a director of each of KKR Wand Holdings Corporation and KKR Wand Investors Corporation.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information set forth on the cover pages of this Schedule 13D is incorporated herein by reference.

(a) and (b). The Reporting Persons beneficially own an aggregate of 15,612,046 shares of Common Stock, which represent, in the aggregate, approximately, 17.0% of the outstanding shares of Common Stock.  The 15,612,046 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 838,802 shares of Common Stock, 1,766,468 shares of Common Stock held directly by KKR Wand Holdings, and 13,006,776 shares of Common Stock held directly by KKR Wand Investors.  The percentage of beneficial ownership in this Schedule 13D is based on 91,087,252 shares of Common Stock outstanding as of October 25, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on November 1, 2019, and assumes that all 838,802 shares underlying such Series A Preferred Stock have been converted, as applicable, and are outstanding.  The number of shares reported herein reflect the Issuer’s 1-for-12 reverse stock split that was effective on October 10, 2018.

Each of Mr. Harrington and Mr. Livingston (as the sole directors and holders of voting stock of KKR Wand Holdings and KKR Wand Investors) may be deemed to be the beneficial owner of the securities owned directly by KKR Wand Holdings and KKR Wand Investors.  Messrs. Harrington and Livingston are executives at KKR and/or one of its affiliates.  KKR Fund Holdings, an affiliate of KKR, owns 100% of the economic interest in KKR Wand Holdings.  KKR Wand LP owns 100% of the economic interest in KKR Wand Investors.  KKR Wand GP is the general partner of KKR Wand LP and is a wholly owned subsidiary of KKR Fund Holdings.  KKR Fund Holdings may be deemed to have shared beneficial ownership over the securities beneficially owned directly by KKR Wand Holdings and KKR Wand Investors.  Each of KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the Class B common stockholder of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to have shared beneficial ownership of the securities beneficially owned directly by KKR Wand Holdings and KKR Wand Investors, and each disclaims beneficial ownership of the securities.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

(c)  Except as otherwise described in this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock during the past 60 days.

(d)  Except as otherwise described in this Schedule 13D, to the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

(e) As described above in this Schedule 13D, as of December 30, 2019, Mr. Olson ceased to beneficially own more than five percent of the outstanding Common Stock.

Item 7 of the Schedule 13D is hereby amended by adding the following at the end thereof:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 31, 2019

EXHIBIT INDEX

The Exhibit Index is hereby amended by adding the following at the end thereof:

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