Sec Form 4 Filing - GUTHRIE ROY A @ Nationstar Mortgage Holdings Inc. - 2018-07-31

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person GUTHRIE ROY A 2. Issuer Name and Ticker or Trading Symbol Nationstar Mortgage Holdings Inc. [ NSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NATIONSTAR MORTGAGE HOLDINGS INC., 8950 CYPRESS WATERS BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2018 (Street) COPPELL, TX75019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 07/31/2018 D 26,929 ( 1 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units $ 0 ( 2 ) 07/31/2018 D 34,370 ( 2 ) ( 2 ) ( 2 ) Common Stock 34,370 ( 2 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GUTHRIE ROY A C/O NATIONSTAR MORTGAGE HOLDINGS INC. 8950 CYPRESS WATERS BOULEVARD COPPELL, TX75019 X Signatures /s/ Katherine K. Connell, Attorney-in-Fact 08/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. Under the terms of the Merger Agreement, Restricted Stock Unit awards granted on or after February 12, 2018, and Restricted Stock Unit awards subject to prior deferral elections, 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/or settlement terms as applicable immediately prior to such assumption and conversion.

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 Number.