Sec Form 3 Filing - Hicks George G @ OneMain Holdings, Inc. - 2018-06-25

FORM 3 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

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1. Name and Address of Reporting Person Hicks George G 2. Issuer Name and Ticker or Trading Symbol OneMain Holdings, Inc. [ OMF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 901 MARQUETTE AVE. S., SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2018 (Street) MINNEAPOLIS, MN055402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 11,355,568 I See footnote ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hicks George G 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks Uniform InvestCo LP 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN55402 See Remarks Uniform InvestCo GP LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN55402 See Remarks Varde Fund VI-A, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks VARDE INVESTMENT PARTNERS LP 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks Varde Investment Partners (Offshore) Master, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks Varde Investment Partners G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks Varde Skyway Master Fund, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks Varde Skyway fund G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks Varde Fund XII (Master), L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS, MN055402 See Remarks Signatures UNIFORM INVESTCO LP, By: Uniform InvestCo GP LLC, By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date UNIFORM INVESTCO GP LLC, By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date THE VARDE FUND VI-A, L.P., By: Varde Investment Partners G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date VARDE INVESTMENT PARTNERS, L.P., By: Varde Investment Partners G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date VARDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P., By: Varde Investment Partners G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date VARDE INVESTMENT PARTNERS G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date THE VARDE SKYWAY MASTER FUND, L.P., By: The Varde Skyway Fund G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date THE VARDE SKYWAY FUND G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date THE VARDE FUND XII (MASTER), L.P., By: The Varde Fund XII G.P., L.P., By: The Varde Fund XII UGP, LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 07/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock, par value $0.01, of OneMain Holdings, Inc. (the "Issuer") reported as beneficially owned are held of record by OMH Holdings, L.P. ("Holdings"). Each Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by Holdings, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks: Form 1 of 2.Each Reporting Person may be deemed an indirect beneficial holder of shares of common stock of OneMain Holdings, Inc. (the "Issuer"). The shares of common stock, par value $0.01, of the Issuer reported as beneficially owned are held of record by OMH Holdings, L.P. ("Holdings"). Each Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by Holdings, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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).

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