SEC Form 4 · accession 0001547903-19-000031
NMI Holdings, Inc. · NMIH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley M Shuster
Officer — Executive Chairman · Director
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 5:22 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 13, 2019 | A | 160,472 | $0.00 | A | 609,367 | D | |
| Class A Common Shares, $0.01 par value per shareF2 | Feb 13, 2019 | F | 79,563 | $0.00 | D | 529,804 | D | |
| Restricted Stock Unit (right to receive)F3,F4 | Feb 13, 2019 | A | 48,991 | $0.00 | A | 578,795 | D | |
| Class A Common Shares, $0.01 par value per share | holding | — | — | — | 160,773 | 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 | $22.19 | Feb 13, 2019 | A | 40,957 | A | — | Feb 13, 2029 | Class A Common Shares, $0.01 par value per share | 40,957 | 40,957 | D |
Explanation of responses
- F1In 2017, the reporting person was granted a multi-year performance-based RSU award ("PRSU Award"), split into two tranches of 128,378 RSUs each ("Tranche I and Tranche II"), with vesting conditioned on achievement of specified ROE targets and subject to the reporting person's continued employment. The number of shares earned upon vesting could range from 0 to 125% of the applicable Tranche depending on the actual ROE achieved. On February 13, 2019, the Compensation Committee of the Issuer determined that the performance criteria for Tranche I had been achieved at 125% resulting in the vesting of Tranche I, as reported.
- F2Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of Tranche I of the reporting person's PRSU Award at a net settlement price equal to the closing stock price on February 13, 2019.
- F3Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan on February 13, 2019. The restricted stock units vest in three equal annual installments beginning on February 13, 2020.
- F4Represents 514,652 class A common shares and 64,143 unvested restricted stock units.
- F5Granted pursuant to the NMIH 2012 Stock Incentive Plan. The option vests in three equal annual installments beginning on February 13, 2020.