4//SEC Filing
Ebers Anthony L 4
Accession 0000899243-18-021185
CIK 0001520566other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 4:16 PM ET
Size
15.3 KB
Accession
0000899243-18-021185
Insider Transaction Report
Form 4
Ebers Anthony L
EVP, Originations
Transactions
- Exercise/Conversion
Common Stock
2018-07-31+30,930→ 30,930 total - Disposition to Issuer
Common Stock
2018-07-31−30,930→ 0 total - Disposition to Issuer
Common Stock
2018-07-31−103,386→ 0 total - Exercise/Conversion
Restricted Stock Units
2018-07-31−30,930→ 29,053 totalExercise: $0.00→ Common Stock (30,930 underlying) - Disposition to Issuer
Restricted Stock Units
2018-07-31−29,053→ 0 totalExercise: $0.00→ Common Stock (29,053 underlying)
Footnotes (4)
- [F1]Each share of Common Stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, WMIH Corp. ("WMIH") and Wand Merger Corporation, a wholly owned subsidiary of WMIH, in exchange for either (i) $18.00 in cash, without interest (the "Cash Election Consideration") or (ii) 12.7793 shares of validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of WMIH (the "Stock Election Consideration"), in each case, subject to the merger consideration election made by the reporting person and the proration and adjustments set forth in the Merger Agreement.
- [F2]The reporting person's share count includes 26,238 shares of issuer restricted stock, which pursuant to the Merger Agreement, vested in full and converted into the right to receive either the Cash Election Consideration or the Stock Election Consideration, as elected by the holder thereof in accordance with the procedures set out in the Merger Agreement.
- [F3]Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. Under the terms of the Merger Agreement, subject to certain exceptions, each outstanding share of Nationstar restricted stock and each Restricted Stock Unit held by the reporting person, whether vested or unvested, automatically vested in full, was assumed by WMIH and converted into a WMIH restricted stock unit entitling the reporting person to receive upon settlement either the Cash Election Consideration or the Stock Election Consideration, as elected by the reporting person in accordance with the procedures set out in the Merger Agreement, based on the number of shares of Common Stock underlying the number of Restricted Stock Unit awards as of immediately prior to the effective time of the merger. These restricted stock unit awards otherwise remain subject to the same vesting schedule and settlement terms as applicable immediately prior to such assumption and conversion.
- [F4]Restricted Stock Unit awards granted on or after February 12, 2018 were not included as part of the reporting person's share count for purposes of the election to receive the merger consideration under the Merger Agreement. Instead, these awards were automatically assumed by WMIH and converted into WMIH restricted stock unit awards, with respect to a number of WMIH shares equal to the number of shares of Common Stock underlying the awards multiplied by the exchange ratio set forth in the Merger Agreement (12.7793). These restricted stock unit awards otherwise remain subject to the same vesting schedule and settlement terms as applicable immediately prior to such assumption and conversion.
Documents
Issuer
Nationstar Mortgage Holdings Inc.
CIK 0001520566
Entity typeother
Related Parties
1- filerCIK 0001385236
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 4:16 PM ET
- Size
- 15.3 KB