Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Bray Jesse K	2. Issuer Name and Ticker or Trading Symbol Mr. Cooper Group Inc. [ COOP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) 8950 CYPRESS WATERS BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY) 12/20/2021
(Street) COPPELL, TX 75019 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/20/2021		S		10000 (1)	D	$39.02 (2)	1618580	D
Common Stock	3/15/2021		G	V	20050 (3)	D	$0	1598530	D
Common Stock	12/3/2021		G	V	445753 (4)	D	$0	1152777	D
Common Stock								445753 (4)	I	By The Jesse K. Bray Living Trust
Common Stock	12/14/2021		G	V	4505 (5)	D	$0	441248	I	By The Jesse K. Bray Living Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	The sales reported in this Form 4 were effected pursuant to a previously announced Rule 10b5-1 trading plan adopted by Reporting Person on August 23, 2021
(2)	The price reported in Column 4 is a weighted average price; the shares were sold in multiple transactions at prices ranging from $38.61 to $39.74, inclusive. Reporting Person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3)	Represents a gift (charitable contribution) of shares of common stock to a charitable organization.
(4)	Represents a transfer of 445,753 shares of common stock to the Jesse K. Bray Living Trust, of which Reporting Person is trustee. Reporting Person and members of his immediate family are the sole beneficiaries of the trust.
(5)	Represents gifts (charitable contributions) of an aggregate of 4,505 shares of common stock to two charitable organizations.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bray Jesse K 8950 CYPRESS WATERS BLVD. COPPELL, TX 75019	X		Chief Executive Officer

Signatures
Katherine K. Connell, Attorney-in-Fact		12/22/2021
**Signature of Reporting Person		Date