Newman Howard H Form 4 Essent / HOWARD H NEWMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PBRA (CAYMAN) Co

(Last) (First) (Middle)

C/O PINE BROOK ROAD PARTNERS LLC

60 EAST 42ND STREET, 50TH FLOOR

(Street)

NEW YORK NY 10165

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Essent Group Ltd. [ ESNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, par value $0.015	03/15/2016		P		265,017	A	$19.5623(3)	10,708,652(1)	I	See Footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

PBRA (CAYMAN) Co

(Last) (First) (Middle)

C/O PINE BROOK ROAD PARTNERS LLC

60 EAST 42ND STREET, 50TH FLOOR

(Street)

NEW YORK NY 10165

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pine Brook Road Advisors, LP

(Last) (First) (Middle)

C/O PINE BROOK ROAD PARTNERS LLC

60 EAST 42ND STREET, 50TH FLOOR

(Street)

NEW YORK NY 10165

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PBRA, LLC

(Last) (First) (Middle)

C/O PINE BROOK ROAD PARTNERS LLC

60 EAST 42ND STREET, 50TH FLOOR

(Street)

NEW YORK NY 10165

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEWMAN HOWARD H

(Last) (First) (Middle)

C/O PINE BROOK ROAD PARTNERS LLC

60 EAST 42ND STREET, 50TH FLOOR

(Street)

NEW YORK NY 10165

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Essent Intermediate, L.P.

(Last) (First) (Middle)

C/O PINE BROOK ROAD PARTNERS LLC

60 EAST 42ND STREET, 50TH FLOOR

(Street)

NEW YORK NY 10165

(City) (State) (Zip)

Explanation of Responses:

1. Represents Common Shares ("Shares") held directly by Essent Intermediate, L.P., a Cayman Islands exempted limited partnership, ("Essent Intermediate"). PBRA (Cayman) Company, a Cayman Islands exempted company, ("PBRA Cayman") is the general partner of Essent Intermediate.

2. Pine Brook Road Advisors, LP, a Delaware limited partnership, ("Advisors") serves as investment manager to Essent Intermediate. 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 Cayman, Advisors, PBRA, LLC and Mr. Newman may be deemed to indirectly beneficially own Shares held by Essent Intermediate and disclaims beneficial ownership of all such Shares except to the extent of any indirect pecuniary interest therein.

3. This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on March 15, 2016, within a $1.00 range. The actual prices for these transactions range from $19.55 to $19.60, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price within the ranges set forth in footnote (3) to this Form 4.

Remarks:

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

	PBRA (CAYMAN) COMPANY, By: /s/ Rob Jackowitz, Director	03/17/2016
	PINE BROOK ROAD ADVISORS, LP, By: /s/ Robert Jackowitz, Chief Compliance Officer	03/17/2016
	PBRA, LLC, By: /s/ Robert Jackowitz, Executive Vice President	03/17/2016
	HOWARD H. NEWMAN, By: /s/ Robert Jackowitz, Attorney-in-Fact	03/17/2016
	ESSENT INTERMEDIATE, L.P., By: PBRA (CAYMAN) COMPANY, its general partner, By: /s/ Rob Jackowitz, Director	03/17/2016
	** Signature of Reporting Person	Date
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