Sec Form 3 Filing - Malone Michael D @ WMIH CORP. - 2018-07-31

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 Malone Michael D 2. Issuer Name and Ticker or Trading Symbol WMIH CORP. [ WMIH] 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 WMIH CORP., 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 912,812 ( 1 ) ( 2 ) D Common Stock 439,224 ( 3 ) ( 4 ) ( 5 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Malone Michael D C/O WMIH CORP. 8950 CYPRESS WATERS BOULEVARD COPPELL, TX75019 X Signatures /s/ Katherine K. Connell, Attorney-in-Fact 08/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of issuer Common Stock acquired as a result of stock elections made by the reporting person pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, Nationstar Mortgage Holdings Inc. ("Nationstar") and Wand Merger Corporation, a wholly owned subsidiary of the issuer. Pursuant to the terms of the Merger Agreement, each share of Nationstar common stock held by the reporting person represented the right to receive the consideration described in the Merger Agreement (the "merger consideration") in the form elected by the reporting person. ( 2 )(Continued from Footnote 1) Additionally, subject to certain exceptions, each outstanding Nationstar restricted stock unit held by the reporting person that was granted prior to February 12, 2018, whether vested or unvested, automatically vested in full, was assumed by the issuer and converted into a Restricted Stock Unit of the issuer ("RSU") entitling the reporting person to also receive upon settlement the merger 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 Nationstar common stock underlying the number of Nationstar restricted stock unit awards as of immediately prior to the effective time of the merger. ( 3 )The reporting person was initially granted restricted stock units representing a contingent right to receive one share of common stock of Nationstar pursuant to the Nationstar Second Amended and Restated 2012 Incentive Compensation Plan. In connection with the merger, pursuant to the Merger Agreement, the Nationstar restricted stock units granted after February 12, 2018, and 16,435 vested Nationstar restricted stock units subject to prior deferral elections, were automatically assumed and converted into RSUs representing a contingent right to receive one share of issuer Common Stock (rounded down to the nearest whole share) with respect to a number of issuer shares equal to the number of Nationstar restricted stock unit awards held by the reporting person immediately prior to the effective time of the merger multiplied by the exchange ratio set forth in the Merger Agreement (12.7793). ( 4 )(Continued from Footnote 3) The RSUs have the same vesting and settlement schedule as the Nationstar restricted stock units which were assumed and converted. The RSUs vest over a three-year period, with 33% of the RSUs vesting on each of the first and second anniversaries and 34% vesting on the third anniversary of the date of grant, subject to the reporting person's continued service as a director with the issuer. The RSUs subject to prior deferral elections will be settled for shares of WMIH common stock upon the reporting person's separation from service with WMIH. ( 5 )Each RSU represents a contingent right to receive one share of issuer's Common Stock.

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).

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