SEC Form 4 · accession 0001547903-15-000024
NMI Holdings, Inc. · NMIH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Bradley M Shuster
Officer — CEO · Director
Period of report
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 7:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001547903
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Shares, $0.01 par value per shareF1 | Feb 12, 2015 | A | 30,000 | $0.00 | A | 182,850 | D | |
| Class A Common Shares, $0.01 par value per shareF2 | Feb 12, 2015 | M | 6,800 | $0.00 | A | 189,650 | D | |
| Class A Common Shares, $0.01 par value per share | Feb 13, 2015 | S | 2,965 | $8.47 | D | 186,685 | D | |
| Class A Common Shares, $0.01 par value per shareF2 | Feb 14, 2015 | M | 12,000 | $0.00 | A | 198,685 | D | |
| Class A Common Shares, $0.01 par value per share | Feb 17, 2015 | S | 4,734 | $8.33 | D | 193,951 | D | |
| Class A Common Shares, $0.01 par value per share | holding | — | — | — | 250,000 | I | By Shuster Family Trust, of which Mr. Shuster and his wife are co-trustees and beneficiaries |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $8.50 | Feb 12, 2015 | A | 233,900 | A | — | Feb 12, 2025 | Class A Common Shares, $0.01 par value per share | 233,900 | 233,900 | D |
| Restricted Stock Unit (right to receive)F6 | $0.00 | Feb 12, 2015 | M | 6,800 | D | — | — | Class A Common Shares, $0.01 par value per share | 6,800 | 13,600 | D |
| Restricted Stock Unit (right to receive)F7 | $0.00 | Feb 14, 2015 | M | 12,000 | D | — | — | Class A Common Shares, $0.01 par value per share | 12,000 | 12,000 | D |
Explanation of responses
- F1Represents restricted stock units granted pursuant to the NMIH 2014 Omnibus Incentive Plan. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 12, 2016.
- F2Restricted stock units convert into common stock on a one-for-one basis.
- F3Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2014 to pay withholding taxes due in connection with the vesting of certain restricted stock units on February 12, 2015.
- F4Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2014 to pay withholding taxes due in connection with the vesting of certain restricted stock units on February 14, 2015.
- F5Granted pursuant to the NMIH 2014 Omnibus Incentive Plan. The option vests in three equal annual installments beginning on February 12, 2016.
- F6Granted pursuant to the NMIH 2012 Stock Incentive Plan. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 12, 2015.
- F7Granted pursuant to the NMIH 2012 Stock Incentive Plan. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 14, 2014.