Pauls Douglas J Form 4 Essent / DOUGLAS J PAULS 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^*

PAULS DOUGLAS J

(Last) (First) (Middle)

C/O ESSENT GROUP LTD.

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2024

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

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

X	Form filed by One Reporting Person
	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	05/01/2024		G		3,037	D	$0	6	D
Common shares, par value $0.015	05/01/2024		G		3,037	A	$0	29,612	I	By Douglas J. Pauls Revocable Trust U/A Dated Jan 30 2013
Common shares, par value $0.015	05/03/2024		M		2,993	A	$0(1)	2,999	D
Common shares, par value $0.015	05/03/2024		M		61	A	$0(2)	3,060	D

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
Restricted share units	(1)	05/01/2024		A		2,800		(1)	(1)	Common shares, par value $0.015	2,800	$0	5,793	D
Restricted share units	(1)	05/03/2024		M			2,993	(3)	(3)	Common shares, par value $0.015	2,993	$0	2,800	D
Dividend equivalent units	(2)	05/03/2024		M			61	(2)	(2)	Common shares, par value $0.015	61	$0	0	D

Explanation of Responses:

1. Restricted share units convert into common shares on a one-for-one basis.

2. The dividend equivalent rights vested in connection with the vesting of the restricted stock award(s) to which they relate. Each dividend equivalent unit is the economic equivalent of one common share of Essent Group Ltd.

3. On May 3, 2023, the reporting person was granted 2,993 restricted share units which vested in full on May 3, 2024.

Remarks:

	/s/ David B. Weinstock, as attorney-in-fact	05/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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