Sec Form 3 Filing - Gow Jaime @ Mr. Cooper Group Inc. - 2022-04-21

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 Gow Jaime 2. Issuer Name and Ticker or Trading Symbol Mr. Cooper Group Inc. [ COOP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) 8950 CYPRESS WATERS BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2022 (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 32,542( 1 ) 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 Gow Jaime 8950 CYPRESS WATERS BLVD. COPPELL, TX75019 EVP & Chief Financial Officer Signatures Katherine K. Connell, Attorney-in-Fact 04/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes unvested restricted stock units ("RSUs") granted by Issuer pursuant to the Mr. Cooper Group Inc. 2019 Omnibus Incentive Plan regarding (a) 5,688 remaining unvested RSUs from a RSU award originally granted with respect to 17,027 RSUs on September 1, 2019, (b) 2,604 remaining unvested RSUs from a RSU award originally granted with respect to 7,795 RSUs on March 2, 2020, (c) 4,244 total remaining unvested RSUs from two RSU awards originally granted with respect to a total of 6,360 RSUs on March 1, 2021 and (d) 5,903 unvested RSUs from a RSU award granted on March 1, 2022. Each RSU award (a) vests over a three-year period, with one-third vesting on each of the first, second and third anniversaries of the grant date and (b) is subject to the terms and conditions of the respective RSU award agreement.

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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