FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 * Gow Jaime 2. Date of Event Requiring Statement (MM/DD/YYYY)
4/21/2022 

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 Financial Officer /
(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  32542 (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)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Includes unvested restricted stock units ("RSUs") granted by Issuer pursuant to the Mr. Cooper Group Inc. 2019 Omnibus Incentive Plan regarding (a) 5,688 remaining unvested RSUs from a RSU award originally granted with respect to 17,027 RSUs on September 1, 2019, (b) 2,604 remaining unvested RSUs from a RSU award originally granted with respect to 7,795 RSUs on March 2, 2020, (c) 4,244 total remaining unvested RSUs from two RSU awards originally granted with respect to a total of 6,360 RSUs on March 1, 2021 and (d) 5,903 unvested RSUs from a RSU award granted on March 1, 2022. Each RSU award (a) vests over a three-year period, with one-third vesting on each of 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.

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


EVP & Chief Financial Officer

Signatures
Katherine K. Connell, Attorney-in-Fact 4/28/2022
**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.
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