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Sec Form 4 Filing - Hicks George G @ OneMain Holdings Inc. - 2021-05-04

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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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 Footnote (1)
(Last)
(First)
(Middle)
901 MARQUETTE AVE. S., SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
05/04/2021
(Street)
MINNEAPOLIS, MN55402
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 05/04/2021 S 1,901,638 D $ 51.7613 7,552,292 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, MN55402
See Footnote (1)
Varde SFLT, L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
Varde Fund XII G.P., L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
Varde Fund XII UGP, LLC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
Varde Credit Partners Master, L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
Varde Credit Partners G.P., L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
Varde Specialty Finance Fund G.P., L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
Varde Specialty Finance Fund U.G.P., LLC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
VARDE PARTNERS LP
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
VARDE PARTNERS INC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN55402
See Footnote (1)
Signatures
GEORGE G. HICKS, By: /s/ George G. Hicks 05/06/2021
** Signature of Reporting Person Date
VARDE SFLT, L.P., By: The Varde Specialty Finance Fund G.P., L.P., By: The Varde Specialty Finance Fund U.G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 05/06/2021
** Signature of Reporting Person Date
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 05/06/2021
** Signature of Reporting Person Date
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 05/06/2021
** Signature of Reporting Person Date
VARDE CREDIT PARTNERS MASTER, L.P., By: Varde Credit Partners G.P., L.P., By: Varde Credit Partners UGP, LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 05/06/2021
** Signature of Reporting Person Date
VARDE CREDIT PARTNERS G.P., L.P., By: Varde Credit Partners UGP, LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 05/06/2021
** Signature of Reporting Person Date
THE VARDE SPECIALTY FINANCE FUND G.P., L.P., By: The Varde Specialty Finance Fund U.G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 05/06/2021
** Signature of Reporting Person Date
THE VARDE SPECIALTY FINANCE FUND U.G.P., LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 05/06/2021
** Signature of Reporting Person Date
VARDE PARTNERS, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 05/06/2021
** Signature of Reporting Person Date
VARDE PARTNERS, INC., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 05/06/2021
** 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") or its subsidiaries. Each Reporting Person may be deemed an indirect beneficial holder of shares of common stock of the Issuer. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by Holdings or its subsidiaries, 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).

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.