Sec Form 4 Filing - Osmon John Brandon @ NMI Holdings, Inc. - 2016-05-09

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 Osmon John Brandon 2. Issuer Name and Ticker or Trading Symbol NMI Holdings, Inc. [ NMIH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Dir.; Former 10% Owner (Last) (First) (Middle) C/O NMI HOLDINGS, INC., 2100 POWELL STREET, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2016 (Street) EMERYVILLE, CA94608 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 Class A Common Shares, $0.01 par value per share 39,832 D ( 1 ) ( 2 ) Class A Common Shares, $0.01 par value per share 05/09/2016 S 1,750,000 D $ 6.3 ( 3 ) 5,621,500 I See Footnote ( 1 ) ( 2 ) Class A Common Shares, $0.01 par value per share 05/10/2016 S 312,800 D $ 6.3241 ( 2 ) 5,308,700 I See Footnote ( 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 Osmon John Brandon C/O NMI HOLDINGS, INC. 2100 POWELL STREET, 12TH FLOOR EMERYVILLE, CA94608 X X Former Dir.; Former 10% Owner HAYMAN CAPITAL MANAGEMENT, L.P. 2101 CEDAR SPRINGS ROAD, SUITE 1400 DALLAS, TX75201 X Former Dir.; Former 10% Owner Bass J Kyle C/O HAYMAN INVESTMENTS, L.L.C. 2101 CEDAR SPRINGS ROAD, SUITE 1400 DALLAS, X175201 X Hayman Investments LLC 2101 CEDAR SPRINGS ROAD, SUITE 1400 DALLAS, TX75201 X Signatures /s/ Brandon Osmon 05/10/2016 Signature of Reporting Person Date /s/ Hayman Capital Management, L.P., by Hayman Investments, L.L.C., its general partner, by J Kyle Bass, Managing Member 05/10/2016 Signature of Reporting Person Date /s/ Hayman Investments L.L.C., by J Kyle Bass, Managing Member 05/10/2016 Signature of Reporting Person Date /s/ J Kyle Bass 05/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Osmon is a managing director of Hayman Capital Management, L.P. ("Hayman Capital Management"). Mr. Osmon ceased to be a director of the Issuer as of May 10, 2016. Hayman Capital Management acts as an investment adviser to, and manages investment and trading accounts of, other persons, including Hayman Capital Master Fund, L.P. ("HCMF"). Hayman Investments, L.L.C. ("Hayman Investments") is the general partner of Hayman Capital Management. Mr. Bass is the managing member of Hayman Investments. In the foregoing capacities, Hayman Capital Management, Hayman Investments and Mr. Bass may be deemed to beneficially own securities beneficially owned by Hayman Capital Management. In connection with Mr. Osmon's employment by Hayman Capital Management, HCMF may be deemed to beneficially own securities of the Issuer beneficially owned by Mr. Osmon. ( 2 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest in such securities, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. ( 3 )Reflects the weighted average price of shares sold in multiple transactions at prices ranging from $6.314 to $6.3677. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

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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