Sec Form 4 Filing - PBRA (CAYMAN) Co @ Essent Group Ltd. - 2014-11-25

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

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, 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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1. Name and Address of Reporting Person PBRA (CAYMAN) Co 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 (Last) (First) (Middle) C/O PINE BROOK ROAD, 60 EAST 42ND STREET, 50TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2014 (Street) NEW YORK, NY10165 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/25/2014 S 2,514,662 D $ 22.25 13,083,064 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PBRA (CAYMAN) Co C/O PINE BROOK ROAD 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X See Remarks Essent Intermediate, L.P. C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NC10165 X See Remarks Signatures PBRA (CAYMAN) COMPANY, By: /s/ Rob Jackowitz, Director 11/26/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed on behalf of PRBA (Cayman) Company, a Cayman Islands exempted company ("PRBA") and Essent Intermediate, L.P., a Cayman Islands exempted limited partnership ("Essent Intermediate") (collectively, the "Reporting Persons"). PRBA is the general partner of Essent Intermediate and Pine Brook Essent Co-Invest, L.P., a Cayman Islands exempted limited partnership ("Essent Co-Invest" and, together with Essent Intermediate, the "PB Entities"). PBRA may be deemed to indirectly beneficially own shares held by the PB Entities and disclaims beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein. Essent Intermediate disclaims beneficial ownership of all shares reported herein except those reported as held directly by it. ( 2 )Represents Common Shares held directly by Essent Co-Invest.

Remarks: Exhibit 99.1 - Joint Filers' Information and Signatures Solely for purposes of Section 16 of the Exchange Act, the PB Entities, and PRBA by virtue of its control of the PB Entities, may be deemed to be directors-by-deputization by virtue of the PB Entities' contractual right to designate a member of the board of directors of the issuer. William Spiegel and Robert Glanville, each a director of PRBA, are members of the issuer's board of directors.

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).

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