4//SEC Filing
Bray Jesse K 4
Accession 0000933136-25-000023
CIK 0000933136other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 7:47 PM ET
Size
17.9 KB
Accession
0000933136-25-000023
Insider Transaction Report
Form 4
Bray Jesse K
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
2025-03-03+129,562→ 367,947 total - Tax Payment
Common Stock
2025-03-03$112.37/sh−50,983$5,728,960→ 316,964 total - Sale
Common Stock
2025-03-03$112.24/sh−30,000$3,367,200→ 698,821 total(indirect: By Trust) - Award
2025 Performance Stock Units
2025-03-01+47,834→ 47,834 total→ Common Stock (47,834 underlying) - Tax Payment
Common Stock
2025-03-01$112.37/sh−25,946$2,915,552→ 206,125 total - Award
Common Stock
2025-03-01+32,260→ 238,385 total - Exercise/Conversion
2022 Performance Stock Units
2025-03-03−129,562→ 0 total→ Common Stock (129,562 underlying)
Footnotes (10)
- [F1]Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units ("RSUs") granted by the Issuer under its 2019 Omnibus Incentive Plan.
- [F10]The PSUs vest, if at all and to the extent of specified TSR performance, over a period of three years from March 1, 2022 through December 31, 2024.
- [F2]Represents a RSU award to the Reporting Person pursuant to Issuer's 2019 Omnibus Incentive Plan and is subject to the terms and conditions of the award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock. One-third of such RSUs shall vest on each of the first three anniversaries of the grant date; provided that the executive officer remains continuously employed by the Company through each such applicable vesting date.
- [F3]On March 3, 2025, 129,562 performance stock units ("PSUs") vested and converted into 129,562 shares of Common Stock, par value $.01 per share, pursuant to the terms of the award agreement dated March 1, 2022, which was subject to the achievement of total shareholder return ("TSR") performance vesting criteria that was determined to have been satisfied on March 3, 2025.
- [F4]Number of shares forfeited to pay tax withholding obligations upon the vesting of PSUs granted by the Issuer under the 2019 Omnibus Incentive Plan.
- [F5]The sales reported on this Form 4 were effected pursuant to a previously announced Rule 10b5-1 trading plan adopted by the Jesse K. Bray Living Trust (the "Trust") on June 13, 2024.
- [F6]The price reported in Column 4 is a weighted average price; the shares were sold in multiple transactions at prices ranging from $109.94 to $113.90, inclusive. Reporting Person, on behalf of the Trust, undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F7]Represents a grant of a target number of PSUs which are eligible to vest and be settled into shares of Common Stock in an amount between 0% and 200% of the target based on achievement of relative TSR and annualized tangible book value growth performance vesting criteria over a period of three years from January 1, 2025 through December 31, 2027, with 100% of the PSUs eligible to vest on the later of (a) the date Issuer's Compensation Committee certifies the achievement of the performance hurdles and (b) March 1, 2028.
- [F8]Converts to Common Stock on a one-for-one basis.
- [F9]The number of shares of Common Stock that would be received upon vesting of the PSUs, if any, may vary from 0% to 200% of the number shown depending on specified TSR performance over the relevant vesting period.
Documents
Issuer
Mr. Cooper Group Inc.
CIK 0000933136
Entity typeother
Related Parties
1- filerCIK 0001543932
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 7:47 PM ET
- Size
- 17.9 KB