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 *

Marshall Christopher G
2. Issuer Name and Ticker or Trading Symbol

Mr. Cooper Group Inc. [ COOP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Vice Chairman & CFO
(Last)          (First)          (Middle)

8950 CYPRESS WATERS BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2020
(Street)

COPPELL, TX 75019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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
Common Stock         734112 (1)D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2020 Performance Stock Units $0.0 (2)3/13/2020  A   126540 (2)    (2) (2)Common Stock 126540.0 (2)$0 126540 D  

Explanation of Responses:
(1) The number of securities beneficially owned has been adjusted upward to eliminate an inaccurate withholding of shares as reported on form 4 filed March 3, 2020.
(2) Represents a grant of a target number of performance stock units 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 total shareholder return performance vesting criteria over a period of three years from March 1, 2020, with one-third of the units also eligible to vest based on performance through March 1, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Marshall Christopher G
8950 CYPRESS WATERS BLVD.
COPPELL, TX 75019


Vice Chairman & CFO

Signatures
/s/Elisabeth Gormley, Attorney-in-Fact3/17/2020
**Signature of Reporting PersonDate

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