SEC Form 4 · accession 0000769993-15-000538
Essent Group Ltd. · ESNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
GOLDMAN SACHS GROUP INC
10% Owner
Period of report
Apr 15, 2015
Accepted (ET)
Apr 17, 2015 · 5:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001448893
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF3,F1,F2,F4,F5 | Apr 15, 2015 | P | 600 | $24.9717 | A | 5,306,943 | I | See footnotes |
| Common SharesF1,F2,F4,F5 | Apr 15, 2015 | S | 600 | $24.9717 | D | 5,306,343 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group" or the "Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose.
- F2The common shares, par value $0.015 per share (the "Common Shares") of Essent Group Ltd. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by a wholly owned subsidiary of GS Group. Without admitting any legal obligation, a wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.
- F3Reflects a weighted average purchase price of $24.9717 per share, at prices ranging from $24.96 to $24.99 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price will be provided.
- F4As of April 15, 2015, GS Group may be deemed to beneficially own directly, in the aggregate, 5,306,343 of the Common Shares.
- F5Excludes 6,014,920 Common Shares beneficially owned by Commonwealth Annuity and Life Reinsurance Company Limited ("Commonwealth"). The Reporting Person disclaims both any pecuniary interest in any such Common Shares (and the Reporting Person will not report any transactions by Commonwealth in the Common Shares) and beneficial ownership of any such Common Shares for purposes of the calculation of greater than 10% beneficial ownership.