Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Johnson Kurt G

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/10/2022

3. Issuer Name and Ticker or Trading Symbol

Mr. Cooper Group Inc. [COOP]

(Last) (First) (Middle)

8950 CYPRESS WATERS BLVD.

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
EVP, Chief Risk & Compliance /

(Street)

COPPELL, TX 75019

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	51182 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

(1)

Includes unvested restricted stock units ("RSUs") granted by Issuer pursuant to the: (a) Nationstar Mortgage Holdings Inc. Second Amended & Restated 2012 Incentive Compensation Plan regarding (i) 7,892 remaining unvested RSUs from RSU award originally granted with respect to 23,628 RSUs on March 1, 2019 and (ii) 1,215 remaining unvested RSUs from RSU award originally granted with respect to 3,636 RSUs on March 1, 2019 and (b) Issuer's 2019 Omnibus Incentive Plan regarding (i) 5,200 remaining unvested RSUs from RSU award originally granted with respect to 7,795 RSUs on March 1, 2020 and (ii) 9,539 unvested RSUs from RSU award granted on March 1, 2021. Each RSU award (a) vests ratably on the first, second and third anniversaries of the grant date and (b) is subject to the terms and conditions of the respective RSU award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock, subject to Reporting Person's continued service as an employee of Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Johnson Kurt G 8950 CYPRESS WATERS BLVD. COPPELL, TX 75019			EVP, Chief Risk & Compliance

Signatures
Katherine K. Connell, Attorney-in-Fact		2/22/2022
^**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 5(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.