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Section 1: POS AM (POS AM)

POS AM

As filed with the Securities and Exchange Commission on January 26, 2018

Registration No. 333-205426

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

WMIH CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   91-1653725

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

800 Fifth Avenue, Suite 4100

Seattle, WA 98104

(206) 922-2957

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Charles Edward Smith, Esq.

Executive Vice President, Chief Legal Officer and Secretary

WMIH Corp.

800 Fifth Avenue, Suite 4100

Seattle, WA 98104

(206) 922-2957

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Kerry E. Berchem, Esq.

Alice Hsu, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

(212) 872-1000

 

 

Approximate date of commencement of proposed sale to the public: Not Applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
    

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

 

 

 


EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3, Registration No. 333-205426 (as amended, the “Registration Statement”), of WMIH Corp., a Delaware Corporation (the “Registrant”), registering for resale by selling security holders, among other securities, (i) 600,000 shares of Series B Convertible Preferred Stock, par value $0.00001 per share (the “Series B Shares”), and (ii) 342,857,143 shares of Common Stock, par value $0.00001 per share, issuable upon conversion of the Series B Shares (the “Converted Common Stock”).

In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that have not been sold at the termination of the offering, the Registrant hereby amends the Registration Statement to deregister the Series B Shares and the shares of Converted Common Stock that were registered but unsold under the Registration Statement. The Series B Shares and the shares of Converted Common Stock are being removed from registration because they are no longer being offered or sold pursuant to the Registration Statement.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seattle, State of Washington, on January 26, 2018.

 

WMIH CORP.

By:

   /s/ Charles Edward Smith
  Name:   Charles Edward Smith
  Title:   Executive Vice President

Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933.

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