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Capital Stock
12 Months Ended
Dec. 31, 2012
Capital Stock

Note 11: Capital Stock

On the Effective Date, all shares of common and preferred equity securities previously issued by WMI were cancelled and extinguished. As of the Effective Date, and pursuant to WMIHC’s Amended and Restated Articles of Incorporation, WMIHC is authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of blank check preferred stock, each with a par value of $0.00001 per share. 200,000,000 shares of common stock were issued by WMIHC pursuant to the Court approved Plan and in reliance on Section 1145 of the Bankruptcy Code on the Effective Date.

On October 18, 2012, 1,156,078 shares of restricted common stock were issued under the 2012 Long-Term Incentive Plan.

WMIHC issued restricted share grants to members of the board of directors totaling $550 thousand of aggregate intrinsic value during the year ended December 31, 2012, and zero for the years ended 2011 and 2010. The restricted shares vest over a three year period and the resulting unamortized value related to the unvested restricted share grant totals $407 thousand at December 31, 2012 and zero for the years ended December 31, 2011 and 2010. The unamortized value of $407 thousand at December 31, 2012 will be amortized over the next 2.2 years. Net stock-based compensation totaled $143 thousand for the year ended December 31, 2012 and zero for the years ended December 31, 2011 and 2010. The share grants were issued at the fair market value determined to be the trading price at the close of business on October 18, 2012, the date the grants were approved by the board of directors.

A summary of WMIHC’s restricted share award activity for the years ended December 31, 2012 and 2011 is presented below:

 

     Number
of Restricted
Stock Awards
Outstanding
     Weighted
Average Grant
Date Fair
Value
     Aggregate
Intrinsic

Value
(in  thousands)
 

Outstanding—January 1, 2011

     —         $ —         $ —     

Restricted stock awards granted

     —           —           —     

Restricted stock awards released or forfeited

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Outstanding—December 31, 2011

     —           —           —     

Restricted stock awards granted

     1,156,078         0.4761         550   

Restricted stock awards released or forfeited

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Outstanding—December 31, 2012

     1,156,078       $ 0.4761       $ 550   
  

 

 

    

 

 

    

 

 

 

Common Shares Subject to Repurchase—WMIHC has issued the total number of shares subject to the restricted stock grants, however, until vested they are subject to repurchase. The restricted shares vest 1/3 per year over a three year period annually on March 19th. Until March 19, 2013, all of the restricted shares remain subject to repurchase. On March 19, 2013 385,360 of the shares will become vested assuming none are forfeited. WMIHC has the right to repurchase any unvested (but issued) shares of common stock at $0.0001 per share upon the termination of service in the case of a director. The shares subject to repurchase are not deemed to be issued for accounting purposes.

A summary of the Company’s restricted shares issued and subject to repurchase as of the years ended December 31, 2012 and 2011 is presented below:

 

     Shares  

Shares subject to repurchase—January 1, 2011

     —     

Unvested shares repurchased

     —     
  

 

 

 

Unvested shares—December 31, 2011

     —     

Shares issued subject to vesting during the period

     1,156,078   

Shares vested during the period

     —     
  

 

 

 

Unvested shares—December 31, 2012

     1,156,078   
  

 

 

 

As of December 31, 2012, 201,156,078 shares of WMIHC’s common stock were issued and outstanding. No shares of WMIHC’s preferred stock are issued or outstanding. See Note 14: Net (loss) Income Per Common Share for further information on shares used for EPS calculations.