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, President & CFO
(Last)          (First)          (Middle)
8950 CYPRESS WATERS BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)
3/1/2022
(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  3/1/2022    F    51755 (1) D $49.85  681794  D   
Common Stock  3/1/2022    A    39347 (2) A $0  721141  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 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
2022 Performance Stock Units   (3) 3/1/2022    A     37141 (3)      (3)  (3) Common Stock  37141.0 (3) $0  37141  D   

Explanation of Responses:
(1)  Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units ("RSUs") granted pursuant to the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan.
(2)  Represents a RSU award to the Reporting Person pursuant to Issuer's 2019 Omnibus Incentive Plan and is subject to the terms and conditions of the award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock. One-third of such RSUs shall vest on each of the first three anniversaries of the grant date; provided that the Reporting Person remains continuously employed by the Company through each such applicable vesting date.
(3)  Represents a grant of a target number of performance stock units ("PSUs") 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 TSR performance vesting criteria over a period of three years from March 1, 2022, with one-third of the PSUs eligible to vest based on TSR performance through March 1, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marshall Christopher G
8950 CYPRESS WATERS BLVD.
COPPELL, TX 75019


Vice Chairman, President & CFO

Signatures
/s/Katherine K. Connell, Attorney-in-Fact 3/3/2022
**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 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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