SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Mr. Cooper Group,
(Name of Issuer)
(Title of Class of Securities)
(Date of Event which Requires Filing of this
Check the appropriate box to designate the
rule pursuant to which this Schedule
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's Initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Diamond Hill Capital Management, Inc. ("Diamond Hill")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
An Ohio Corporation
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 3,449,448
6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 3,574,162
8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 3,574,162
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9%
12. TYPE OF REPORTING PERSON IA
(a) Name of
Issuer Mr. Cooper Group, Inc.
(b) Address of Issuer's Principal Executive Offices 8950 Cypress
Water Blvd, Coppell, TX 75019
(a) Name of
Person Filing Diamond Hill Capital Management, Inc.
(b) Address of the Principal Office or, if none, residence 325
John H. McConnell Blvd., Suite 200, Columbus, OH 43215
(c) Citizenship An Ohio Corporation
(d) Title of Class of Securities Common Stock
(e) CUSIP Number
Item 3. If this statement is
filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
[ ]Broker or dealer registered under section 15 of the Act (15
[ ]Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
[ ]Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
[ ]Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
[X]An investment adviser in accordance with Section
[ ]An employee benefit plan or endowment fund in accordance with
[ ]A parent holding company or control person in accordance with
[ ]A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ]A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
[ ]Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
(a) Amount beneficially owned: 3,574,162
(b) Percent of class: 3.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,449,448
(ii) Shared power to vote or to direct the vote: 0
(iii)Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five
Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
Item 6. Ownership of More than
Five Percent on Behalf of Another Person.
Diamond Hill does not serve as custodian of the assets of any of
its clients; accordingly, in each instance only the client or the
client's custodian or trustee bank has the right to receive
dividends paid with respect to, and proceeds from the sale of, such
The ultimate power to direct the receipt of dividends paid with
respect to, and the proceeds from the sale of, such securities, is
vested in the individual and institutional clients which Diamond
Hill serves as investment adviser. Any and all discretionary
authority which has been delegated to Diamond Hill may be revoked
in whole or in part at any time.
Except as may be indicated if this is a joint filing with one of
the registered investment companies sponsored by Diamond Hill which
it also serves as investment adviser ("Diamond Hill Funds"), not
more than 5% of the class of such securities is owned by any one
client subject to the investment advice of Diamond Hill.
Item 7. Identification and
Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and
Classification of Members of the Group.
Item 9. Notice of Dissolution of
The following certification shall be included if the statement
is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
By: /s/ Gary Young
Chief Compliance Officer