3//SEC Filing
KKR Wand GP LLC 3
Accession 0001140361-18-035177
CIK 0000933136other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 4:55 PM ET
Size
16.8 KB
Accession
0001140361-18-035177
Insider Transaction Report
Form 3
WMIH CORP.WMIH
KKR Wand Investors Corp
10% Owner
Holdings
- 156,081,323
Common Stock
KKR Wand GP LLC
10% Owner
Holdings
- 156,081,323
Common Stock
KKR Wand Investors L.P.
10% Owner
Holdings
- 156,081,323
Common Stock
Footnotes (4)
- [F1]Represents securities held directly by KKR Wand Investors Corporation. The sole directors and holders of voting stock of KKR Wand Investors Corporation are Tagar C. Olson and Christopher J. Harrington, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings L.P. KKR Wand Investors L.P. owns 100% of the economic interest in KKR Wand Investors Corporation. KKR Wand GP LLC is the general partner of KKR Wand Investors L.P. KKR Wand GP LLC is a wholly-owned subsidiary of KKR Fund Holdings L.P. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
- [F2]On July 31, 2018, WMIH Corp. (the "Issuer"), Nationstar Mortgage Holdings Inc. ("Nationstar"), and Wand Merger Corporation, a wholly owned subsidiary of the Issuer ("Merger Sub"), completed the merger (the "Merger") under the Agreement and Plan of Merger, pursuant to which Nationstar merged with and into Merger Sub with Nationstar being the surviving entity in the Merger and a wholly owned subsidiary of the Issuer. The Merger closed on July 31, 2018. Upon effectiveness of the Merger, the 5.00% Series B Convertible Preferred Stock of the Issuer ("5% Series B Preferred Stock") held by KKR Wand Investors Corporation automatically converted into shares of Issuer common stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Amended Charter"). Certain affiliates of the Reporting Persons are separately filing a Form 4 to report the transaction described herein.
- [F3]Reflects the acquisition of pro rata dividends and a special distribution, pursuant to the terms of the Amended Charter, on the 5% Series B Preferred Stock exempt from Section 16 under Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F4]Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that the Reporting Persons are subject to Section 16 of the Exchange Act or that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Documents
Issuer
WMIH CORP.
CIK 0000933136
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001748085
Filing Metadata
- Form type
- 3
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 4:55 PM ET
- Size
- 16.8 KB