SEC Form 4 · accession 0001140361-15-011719

Essent Group Ltd. · ESNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents a pro-rata, in-kind liquidating distribution of Common Shares from Pine Brook Essent Co-Invest, L.P., a Cayman Islands exempted limited partnership, ("Essent Co-Invest"), to its limited partners, without receipt of consideration. PRBA (Cayman) Company, a Cayman Islands exempted company, ("PRBA") is the general partner of Essent Co-Invest.
• F2Represents Common Shares held directly by Essent Intermediate, L.P., a Cayman Islands exempted limited partnership, ("Essent Intermediate" and, together with Essent Co-Invest, the "PB Entities"). PRBA is the general partner of Essent Intermediate.
• F3Pine Brook Road Advisors, LP, a Delaware limited partnership, ("Advisors") serves as investment manager to each of the PB Entities. 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, Advisors, PBRA, LLC and Mr. Newman may be deemed to indirectly beneficially own shares held by the PB Entities and disclaims beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein.

Remarks

Exhibit 99.1 - Power of Attorney (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by PRBA (Cayman) Company on March 13, 2015). Solely for purposes of Section 16 of the Exchange Act, the PB Entities, and each of PBRA, Advisors, PBRA, LLC and Mr. Newman by virtue of its or his control of the PB Entities, may be deemed to be directors-by-deputization by virtue of the PB Entities' contractual right to designate a member of the board of directors of the issuer. William Spiegel and Robert Glanville, each a director of PRBA, are members of the issuer's board of directors.