FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KKR Fund Holdings L.P. 		2. Issuer Name and Ticker or Trading Symbol

WMI HOLDINGS CORP. [ WMIH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

9 WEST 57TH STREET 41ST FLOOR,  		3. Date of Earliest Transaction (MM/DD/YYYY)

1/5/2015
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
3% Series B Convertible Preferred Stock   $2.25   (1) 1/5/2015     P      200000         (1)   (2) Common Stock   88888888   (2) $1000   200000   I   See Footnotes   (3) (4) (5)

Explanation of Responses:
( 1)  The holder of the 3.00% Series B Convertible Preferred Stock ("Series B Preferred Stock") have no optional right to convert the Series B Preferred Stock into common stock of the Issuer ("Common Stock"). All or a portion of the Series B Preferred Stock automatically converts into Common Stock on each date that the Issuer closes certain acquisitions described in the Series B Preferred Stock Certificate of Designations. In the event of an automatic conversion, the Series B Preferred Stock shall convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by a conversion price equal to the lesser of: (a) $2.25, and (b) the average of daily volume weighted average prices of the Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by the Issuer that it has entered into a definitive agreement for such acquisition, subject to a floor of $1.75 per share.
( 2)  The Series B Preferred Stock may be converted automatically until January 5, 2018, except in certain circumstances, such period may be extended for up to six months. If all of the Series B Preferred Stock were converted at the floor price, the amount of shares of Common Stock issuable to the Reporting Persons would be 114,285,714 shares.
( 3)  Represents securities held by KKR Wand Investors L.P. 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.
( 4)  KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
( 5)  Each of KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by KKR Wand Investors L.P. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KKR Fund Holdings L.P.
9 WEST 57TH STREET 41ST FLOOR
NEW YORK, NY 10019
X

KKR Fund Holdings GP Ltd
9 WEST 57TH STREET 41ST FLOOR
NEW YORK, NY 10019
X

KKR Group Holdings L.P.
9 WEST 57TH STREET 41ST FLOOR
NEW YORK, NY 10019
X

KKR Group Ltd
9 WEST 57TH STREET 41ST FLOOR
NEW YORK, NY 10019
X

KKR & Co. L.P.
9 WEST 57TH STREET
SUITE 4200
NEW YORK, NY 10019
X

KKR Management LLC
9 WEST 57TH STREET 41ST FLOOR
NEW YORK, NY 10019
X

KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO
9 WEST 57TH ST
NEW YORK, NY 10019
X

ROBERTS GEORGE R
2800 SAND HILL ROAD
MENLO PARK, CA 94025
X


Signatures
KKR FUND HOLDINGS L.P. By: KKR Fund Holdings GP Limited, a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 1/7/2015
** Signature of Reporting Person Date

By: KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 1/7/2015
** Signature of Reporting Person Date

KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 1/7/2015
** Signature of Reporting Person Date

KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 1/7/2015
** Signature of Reporting Person Date

KKR GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 1/7/2015
** Signature of Reporting Person Date

KKR & CO. L.P. By: KKR Management LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 1/7/2015
** Signature of Reporting Person Date

KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 1/7/2015
** Signature of Reporting Person Date

HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact 1/7/2015
** Signature of Reporting Person Date

GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact 1/7/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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