SEC Form 4 · accession 0001547903-15-000143
NMI Holdings, Inc. · NMIH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
HAYMAN CAPITAL MANAGEMENT, L.P.
10% Owner
J Kyle Bass
10% Owner
Hayman Investments LLC
10% Owner
John Brandon Osmon
Director · 10% Owner · Other
Period of report
Nov 8, 2015
Accepted (ET)
Nov 10, 2015 · 5:33 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,F2,F3 | Nov 8, 2015 | M | 15,470 | $0.00 | A | 39,832 | D | |
| Class A Common Shares, $0.01 par value per shareF2,F3 | holding | — | — | — | 7,371,500 | I | See Footnote |
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,F4 | $0.00 | Nov 8, 2015 | M | 15,470 | D | — | — | Class A Common Shares, $0.01 par value per share | 15,470 | 0 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Mr. Osmon is a managing director of Hayman Capital Management, L.P. ("Hayman Capital Management"). Hayman Capital Management acts as an investment adviser to, and manages investment and trading accounts of, other persons, including Hayman Capital Master Fund, L.P. ("HCMF"). Hayman Investments, L.L.C. ("Hayman Investments") is the general partner of Hayman Capital Management. Mr. Bass is the managing member of Hayman Investments. In the foregoing capacities, Hayman Capital Management, Hayman Investments and Mr. Bass may be deemed to beneficially own securities beneficially owned by Hayman Capital Management. In connection with Mr. Osmon's employment by Hayman Capital Management, HCMF may be deemed to beneficially own securities of the Issuer beneficially owned by Mr. Osmon.
- F3Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest in such securities, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
- F4Granted pursuant to the NMI Holdings, Inc. 2012 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one NMI Holdings, Inc. common share upon vesting and settlement. The restricted stock unit award is time vested based generally on continued service and is scheduled to vest in equal installments on each of the second and third anniversaries of the date of the grant, which grant occurred on November 8, 2012.