Sec Form 4 Filing - KKR Fund Holdings L.P. @ WMIH CORP. - 2018-01-05

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 KKR Fund Holdings L.P. 2. Issuer Name and Ticker or Trading Symbol WMIH CORP. [ WMIH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2018 (Street) NEW YORK, NY10019 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

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 Series B Convertible Preferred Stock ( 1 ) $ 2.25 ( 2 ) 01/05/2018 J( 1 ) 200,000 ( 2 ) ( 3 ) Common Stock 88,888,888 ( 3 ) $ 1,000 0 I See Footnotes ( 5 ) ( 6 ) ( 7 ) Series B Convertible Preferred Stock ( 1 ) $ 1.35 01/05/2018 J( 1 ) 200,000 ( 4 ) ( 4 ) Common Stock 148,148,148 $ 1,000 200,000 I See Footnotes ( 5 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Group Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures KKR FUND HOLDINGS L.P. By: KKR Fund Holdings GP Limited, a general partner, By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 01/09/2018 Signature of Reporting Person Date KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 01/09/2018 Signature of Reporting Person Date KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its general partner, By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 01/09/2018 Signature of Reporting Person Date KKR GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 01/09/2018 Signature of Reporting Person Date KKR & CO. L.P. By: KKR Management LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/09/2018 Signature of Reporting Person Date KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/09/2018 Signature of Reporting Person Date HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact 01/09/2018 Signature of Reporting Person Date GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact 01/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )KKR Wand Investors L.P. initially acquired the 3.00% Series B Convertible Preferred Stock ("3% Series B Preferred Stock") on January 5, 2015. The terms of the 3% Series B Preferred Stock were amended and restated as 5.00% Series B Convertible Preferred Stock ("5% Series B Preferred Stock"), effective as of January 5, 2018. The two reported transactions reflect the amendment of the terms of the 3% Series B Preferred Stock, which may be deemed to result in the cancellation of the "old" 3% Series B Preferred Stock and the issuance of "new" 5% Series B Preferred Stock. ( 2 )The holder of the 3% Series B Preferred Stock had no optional right to convert the 3% Series B Preferred Stock into common stock of the Issuer ("Common Stock"). All or a portion of the 3% Series B Preferred Stock would automatically convert into Common Stock on each date that the Issuer closed certain acquisitions described in the Certificate of Designations establishing the terms of the 3% Series B Preferred Stock. In the event of an automatic conversion, the 3% Series B Preferred Stock would convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by a conversion price equal to the lesser of: (a) $2.25, and (b) the average of daily volume weighted average prices of the Common Stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by the Issuer that it has entered into a definitive agreement for such acquisition, subject to a floor of $1.75 per share. ( 3 )The 3% Series B Preferred Stock could be converted automatically until January 5, 2018, unless extended pursuant to the terms thereof. If all of the Series B Preferred Stock were converted at the floor price, the amount of shares of Common Stock issuable to the Reporting Persons would be 114,285,714 shares. ( 4 )The holder of the 5% Series B Preferred Stock has no optional right to convert the 5% Series B Preferred Stock into Common Stock. All or a portion of the 5% Series B Preferred Stock automatically converts into Common Stock on each date that the Issuer closes certain acquisitions described in the amendment to the Issuer's Amended and Restated Certificate of Incorporation, which established the terms of the 5% Series B Preferred Stock. In the event of an automatic conversion, the 5% Series B Preferred Stock shall convert into a number of shares of Common Stock equal to the $1,000 liquidation preference amount divided by the fixed conversion price of $1.35 per share. The 5% Series B Preferred Stock may be converted automatically until October 5, 2019, except in certain circumstances, such period may be extended pursuant to the terms thereof. ( 5 )Represents securities held by KKR Wand Investors L.P. KKR Wand GP LLC is the general partner of KKR Wand Investors L.P. KKR Wand GP LLC is a wholly-owned subsidiary of KKR Fund Holdings L.P. ( 6 )KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC. ( 7 )Each of KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by KKR Wand Investors L.P. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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