Sec Form 4 Filing - Sherwood John M Jr @ NMI Holdings, Inc. - 2015-02-12

Insider filing report for Changes in Beneficial Ownership
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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
Sherwood John M Jr
2. Issuer Name and Ticker or Trading Symbol
NMI Holdings, Inc. [ NMIH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
C/O NMI HOLDINGS, INC., 2100 POWELL STREET, 12TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2015
(Street)
EMERYVILLE, CA94608
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 02/12/2015 A 19,600 ( 1 ) A $ 0 105,201 D
Class A Common Shares, $0.01 par value per share 02/12/2015 M 3,066 A $ 0 ( 2 ) 108,267 D
Class A Common Shares, $0.01 par value per share 02/13/2015 S( 3 ) 1,419 D $ 8.47 106,848 D
Class A Common Shares, $0.01 par value per share 02/14/2015 M 5,334 A $ 0 ( 2 ) 112,182 D
Class A Common Shares, $0.01 par value per share 02/17/2015 S( 4 ) 2,352 D $ 8.33 109,830 D
Class A Common Shares, $0.01 par value per share 250,000 I By Sherwood Family Trust, of which Mr. Sherwood and his wife are co-trustees and beneficiaries
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
Stock Option (right to buy) $ 8.5 02/12/2015 A 153,600 ( 5 ) 02/12/2025 Class A Common Shares, $0.01 par value per share 153,600 $ 0 153,600 D
Restricted Stock Unit (right to receive) $ 0 02/12/2015 M 3,066 ( 6 ) ( 6 ) Class A Common Shares, $0.01 par value per share 3,066 $ 0 6,134 D
Restricted Stock Unit (right to receive) $ 0 02/14/2015 M 5,334 ( 7 ) ( 7 ) Class A Common Shares, $0.01 par value per share 5,334 $ 0 5,332 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sherwood John M Jr
C/O NMI HOLDINGS, INC.
2100 POWELL STREET, 12TH FL.
EMERYVILLE, CA94608
President
Signatures
/s/ Nicole C. Sanchez as Attorney-in-Fact 02/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units granted pursuant to the NMIH 2014 Omnibus Incentive Plan. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 12, 2016.
( 2 )Restricted stock units convert into common stock on a one-for-one basis.
( 3 )Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2014 to pay withholding taxes due in connection with the vesting of certain restricted stock units on February 12, 2015.
( 4 )Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2014 to pay withholding taxes due in connection with the vesting of certain restricted stock units on February 14, 2015.
( 5 )Granted pursuant to the NMIH 2014 Omnibus Incentive Plan. The option vests in three equal annual installments beginning on February 12, 2016.
( 6 )Granted pursuant to the NMIH 2012 Stock Incentive Plan. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 12, 2015.
( 7 )Granted pursuant to the NMIH 2012 Stock Incentive Plan. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 14, 2014.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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