Note 10: 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 January 31, 2014, WMIHC announced that it had entered into (i) the Note Purchase Agreement, (ii) the Investment Agreement and (iii) the Investor Rights Agreement.

Pursuant to the terms and conditions of the Investment Agreement, the Company has sold to KKR Fund 1,000,000 shares of the Series A Convertible Preferred Stock (the “Convertible Preferred Stock”) having the terms, rights, obligations and preferences contained in the Articles of Amendment of the Company dated January 30, 2014 (the “Articles of Amendment”) for a purchase price equal to $11.1 million and has issued to KKR Fund warrants to purchase, in the aggregate, 61.4 million shares of the Company’s common stock, 30.7 million of which have an exercise price of $1.32 per share and 30.7 million of which have an exercise price of $1.43 per share (together, the “Warrants”).

For further information on the Investment Agreement and the KKR Transaction, see Note 15: Subsequent Events.

WMIHC issued restricted share grants to members of the board of directors totaling $700 thousand, $550 thousand and $0.0 of aggregate intrinsic value during the years ended December 31, 2013, 2012 and 2011, respectively. The restricted shares vest over a three year period and the resulting unamortized value related to the unvested restricted share grant totals $706 thousand, $407 thousand and $0.0 for the years ended December 31, 2013, 2012 and 2011, respectively. The unamortized value of $706 thousand at December 31, 2013, if all are ultimately vested will be amortized according to the following schedule.


Amortization Schedule (in thousands)
1st quarter 2014		100
2nd quarter 2014		100
3rd quarter 2014		100
4th quarter 2014		100
1st quarter 2015		96
2nd quarter 2015		54
3rd quarter 2015		54
4th quarter 2015		54
1st quarter 2016		48

Total Unamortized value	$	706

Net stock-based compensation totaled $401 thousand, $143 thousand and $0.0 for the years ended December 31, 2013, 2012 and 2011, respectively. 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, and August 13, 2013, respectively, 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, 2013 and 2012 is presented below. The 2012 Plan did not exist in 2011. Consequently, no awards of restricted shares were made in 2011.


	Number of Restricted Stock Awards Outstanding		Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value (in thousands)
Outstanding—January 1, 2012		—	$	—	$	—
Restricted stock awards granted during 2012		1,156,078		0.4761		550
Restricted stock awards released or forfeited during 2012		—		—		—

Outstanding—December 31, 2012		1,156,078		0.4761		550
Restricted stock awards granted during 2013		686,273		1.0200		700
Restricted stock awards released or forfeited during 2013		—		—		—

Outstanding—December 31, 2013		1,842,351	$	0.6787	$	1,250

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. On December 31, 2013, 1,456,987 shares remained subject to repurchase. On March 19, 2013, 385,364 shares vested. On March 19, 2014, 614,117 of the shares will become vested assuming none are forfeited. WMIHC has the right, but not the obligation, 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.

A summary of WMIHC’s restricted shares issued and subject to repurchase as of the years ended December 31, 2013 and 2012 is presented below. There were no WMIHC restricted shares issued and subject to repurchase during 2011.


	Shares
Unvested shares—January 1, 2012		—
Shares issued subject to vesting during 2012		1,156,078
Unvested shares repurchased during 2012		—
Shares vested during 2012		—

Unvested shares—December 31, 2012		1,156,078
Shares issued subject to vesting during 2013		686,273
Unvested shares repurchased during 2013		—
Shares vested during 2013		(385,364	)

Unvested shares—December 31, 2013		1,456,987

As of December 31, 2013 and 2012, 201,842,351 and 201,156,078 shares, respectively, of WMIHC’s common stock were issued and outstanding. As of December 31, 2013 and 2012, no shares of WMIHC’s preferred stock were issued or outstanding. See Note 13: Net Income (Loss) Per Common Share for further information on shares used for EPS calculations.

In connection with the 2012 Plan, 1,000,000 additional shares of the Company’s common stock were reserved effective February 10, 2014. In connection with the 2012 Plan, 250,000 restricted shares of the Company’s common stock were issued to members of our Corporate Strategy and Development Committee and our Chairman, Michael Willingham, effective February 10, 2014. For further information on the 2012 Plan, see Note 15: Subsequent Events.