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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Shares | (1) | 11/05/2013 | C | 16,236 (1) | (1) | (1) | Common Shares | 21,783 (1) (3) | (1) | 0 | D | ||||
| Class B-2 Common Shares | (2) | 11/05/2013 | C | 115,871 (2) | (2) | (2) | Common Shares | 45,146 (2) (4) | (2) | 0 | D | ||||
| Restricted Share Units | (5) | 11/05/2013 | A | 12,000 | (5) | (5) | Common Shares | 12,000 | (5) | 12,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEINSTOCK DAVID B C/O ESSENT GROUP LTD. CLARENDON HOUSE 2 CHURCH STREET HAMILTON, D0 HM 11 |
VP & Chief Accounting Officer | |||
| /s/ Mary Lourdes Gibbons, as attorney-in-fact | 11/05/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Class A Common Shares automatically converted into Common Shares, par value $0.015, after giving effect to the 2 for 3 share split, immediately prior to consummation of the issuer's initial public offering. |
| (2) | The Class B-2 Common Shares that are eligible to vest under the issuer's Amended and Restated 2009 Restricted Share Plan (the "2009 Plan") automatically converted into Common Shares, par value $0.015, after giving effect to the 2 for 3 share split, immediately prior to consummation of the issuer's initial public offering and any Class B-2 Common Shares that are not eligible to vest under the 2009 Plan were forfeited immediately prior to consummation of the issuer's initial public offering. |
| (3) | Includes 13,975 restricted shares granted under the issuer's Annual Leadership Bonus Plan, of which 6,937 vest on January 1, 2014, 4,622 vest on January 1, 2015 and the remaining restricted shares vest on January 1, 2016. |
| (4) | Includes 30,097 restricted shares granted under the issuer's 2009 Plan, of which 15,049 vest on December 1, 2013 and 15,048 vest on December 1, 2014. |
| (5) | Granted under the issuer's 2013 Long-Term Incentive Plan effective immediately prior to the consummation of the issuer's initial public offering. The restricted share units will be settled in the issuer's common shares, subject to time-based vesting, and will vest and settle in equal annual installments during the three-year period commencing January 1, 2014. |