SEC Form 4 · accession 0001547903-15-000064
NMI Holdings, Inc. · NMIH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley M Shuster
Officer — CEO · Director
Period of report
Apr 24, 2015
Accepted (ET)
Apr 28, 2015 · 7:23 pm EDT
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 | Apr 24, 2015 | M | 123,750 | $0.00 | A | 321,501 | D | |
| Class A Common Shares, $0.01 par value per shareF2 | Apr 24, 2015 | F | 59,762 | $8.08 | D | 261,739 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (right to receive)F1,F3 | $0.00 | Apr 24, 2015 | M | 123,750 | D | — | Apr 24, 2022 | Class A Common Shares, $0.01 par value per share | 123,750 | 330,000 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Represents 227,939 class A common shares and 33,800 unvested restricted stock units.
- F3Granted pursuant to the NMI Holdings, Inc. 2012 Stock Incentive Plan on April 24, 2012. The restricted stock unit award vests as follows: (i) 123,750 units on the third anniversary following the grant date, (ii) 165,000 units when the stock price equals or exceeds $14.00 for a 30-day trading period, and (iii) 165,000 units when the stock price equals or exceeds $16.00 for a 30-day trading period.