X0306 4 2018-07-31 1 0001520566 Nationstar Mortgage Holdings Inc. NSM 0001421021 Malone Michael D C/O NATIONSTAR MORTGAGE HOLDINGS INC. 8950 CYPRESS WATERS BOULEVARD COPPELL TX 75019 1 0 0 0 Common Stock 2018-07-31 4 D 0 71429 D 0 D Restricted Stock Units 0.00 2018-07-31 4 D 0 34370 0.00 D Common Stock 34370 0 D Each share of Common Stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, WMIH Corp. ("WMIH") and Wand Merger Corporation, a wholly owned subsidiary of WMIH, in exchange for either (i) $18.00 in cash, without interest (the "Cash Election Consideration") or (ii) 12.7793 shares of validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of WMIH (the "Stock Election Consideration"), in each case, subject to the merger consideration election made by the reporting person and the proration and adjustments set forth in the Merger Agreement. Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. Under the terms of the Merger Agreement, Restricted Stock Unit awards granted on or after February 12, 2018, and Restricted Stock Unit awards subject to prior deferral elections, were not included as part of the reporting person's share count for purposes of the election to receive the merger consideration under the Merger Agreement. Instead, these awards were automatically assumed by WMIH and converted into WMIH restricted stock unit awards, with respect to a number of WMIH shares equal to the number of shares of Common Stock underlying the awards multiplied by the exchange ratio set forth in the Merger Agreement (12.7793). These restricted stock unit awards otherwise remain subject to the same vesting schedule and/or settlement terms as applicable immediately prior to such assumption and conversion. /s/ Katherine K. Connell, Attorney-in-Fact 2018-08-02