KKR Group Holdings Corp. 3

Accession 0001140361-18-030975

CIK 0000933136other

View on SEC.gov Company Profile

Filed

Jul 1, 8:00 PM ET

Accepted

Jul 2, 6:10 PM ET

Size

16.3 KB

Accession

0001140361-18-030975

Insider Transaction Report

Form 3

Period: 2018-07-01

WMIH CORP.WMIH

KKR Group Holdings Corp.

10% Owner

Holdings

Series A Convertible Preferred Stock
(indirect: See Footnotes)
Exercise: $1.10→ Common Stock (10,065,629 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
Exercise: $1.35→ Common Stock (148,148,148 underlying)
Warrants
(indirect: See Footnotes)
Exercise: $1.43Exp: 2019-01-30→ Common Stock (30,700,000 underlying)
Warrants
(indirect: See Footnotes)
Exercise: $1.32Exp: 2019-01-30→ Common Stock (30,700,000 underlying)

Footnotes (8)

[F1]The Series A Convertible Preferred Stock is immediately convertible.
[F2]Pursuant to an internal reorganization in connection with the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated. KKR Group Holdings Corp. is now a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited and may be deemed to be the beneficial owner of the securities reported herein. Each of KKR Group Holdings L.P. and KKR Group Limited are separately filing an "exit" Form 4 to reflect the above. This internal reorganization did not involve any purchase or sale of securities of WMIH Corp. (the "Issuer").
[F3]These securities are held directly by KKR Wand Holdings Corporation. The sole directors and holders of voting stock of KKR Wand Holdings Corporation are Christopher Harrington and Tagar Olson, each of which is an executive of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Fund Holdings L.P. KKR Fund Holdings L.P. owns 100% of the economic interest in KKR Wand Holdings Corporation.
[F4]The holder of the 5.00% Series B Convertible Preferred Stock ("5% Series B Preferred Stock") has no optional right to convert the 5% Series B Preferred Stock into common stock of the Issuer ("Common Stock"). All or a portion of the 5% Series B Preferred Stock automatically converts into Common Stock on each date that the Issuer closes certain acquisitions described in the amendment to the Issuer's Amended and Restated Certificate of Incorporation, which established the terms of the 5% Series B Preferred Stock. In the event of an automatic conversion, the 5% Series B Preferred Stock shall convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by the fixed conversion price of $1.35 per share. The 5% Series B Preferred Stock may be converted automatically until October 5, 2019, except in certain circumstances, such period may be extended pursuant to the terms thereof.
[F5]Represents securities held by KKR Wand Investors L.P. KKR Wand GP LLC is the general partner of KKR Wand Investors L.P. KKR Wand GP LLC is a wholly-owned subsidiary of KKR Fund Holdings L.P.
[F6]The warrants are immediately exercisable.
[F7]KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
[F8]The Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Documents

2 files

Issuer

WMIH CORP.

CIK 0000933136

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001743754

Filing Metadata

Form type: 3
Filed: Jul 1, 8:00 PM ET
Accepted: Jul 2, 6:10 PM ET
Size: 16.3 KB

View on SEC.gov