SEC Form 4 · accession 0000905148-16-001624
Essent Group Ltd. · ESNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Howard H Newman
10% Owner · Other
PBRA (CAYMAN) Co
10% Owner · Other
Essent Intermediate, L.P.
10% Owner · Other
PBRA, LLC
10% Owner · Other
Pine Brook Road Advisors, LP
10% Owner · Other
Period of report
May 19, 2016
Accepted (ET)
May 23, 2016 · 4:16 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 Shares, par value $0.015F3,F1,F2 | May 19, 2016 | P | 15,534 | $19.6354 | A | 10,724,186 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Common Shares ("Shares") held directly by Essent Intermediate, L.P., a Cayman Islands exempted limited partnership, ("Essent Intermediate"). PBRA (Cayman) Company, a Cayman Islands exempted company, ("PBRA Cayman") is the general partner of Essent Intermediate.
- F2Pine Brook Road Advisors, LP, a Delaware limited partnership, ("Advisors") serves as investment manager to Essent Intermediate. PBRA, LLC, a Delaware limited liability company, serves as general partner of Advisors. Howard H. Newman, a U.S. citizen, ("Mr. Newman") is the sole member of PBRA, LLC. In such capacities, each of PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman may be deemed to indirectly beneficially own Shares held by Essent Intermediate and disclaims beneficial ownership of all such Shares except to the extent of any indirect pecuniary interest therein.
- F3This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on May 19, 2016, within a $1.00 range. The actual prices for these transactions range from $19.58 to $19.65, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price within the ranges set forth in footnote (3) to this Form 4.
Remarks
Exhibit 99.1 - Power of Attorney (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by PBRA (Cayman) Company on March 13, 2015). Solely for purposes of Section 16 of the Exchange Act, Essent Intermediate, and each of PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman by virtue of its or his control of Essent Intermediate, may be deemed to be directors-by-deputization by virtue of Essent Intermediate's contractual right to designate a member of the board of directors of the Issuer. William Spiegel and Robert Glanville, each a director of PBRA Cayman, are members of the Issuer's board of directors.