Sec Form 4 Filing - SHUSTER BRADLEY M @ NMI Holdings, Inc. - 2020-02-12

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
SHUSTER BRADLEY M
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O NMI HOLDINGS, INC., 2100 POWELL STREET 12TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2020
(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
Restricted Stock Unit (right to receive) 02/12/2020 A 38,693 ( 1 ) A $ 0 527,239 D
Class A Common Shares, $0.01 par value per share 02/12/2020 A 160,472 A $ 0 ( 2 ) 687,711 D
Class A Common Shares, $0.01 par value per share 02/12/2020 F 79,563 ( 3 ) D $ 0 608,148 D
Class A Common Shares, $0.01 par value per share 02/13/2020 F 8,097 ( 4 ) D $ 0 600,051 ( 5 ) D
Class A Common Shares, $0.01 par value per share 47,150 I By Shuster Family Trust, of which Mr. Shuster 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHUSTER BRADLEY M
C/O NMI HOLDINGS, INC.
2100 POWELL STREET 12TH FL.
EMERYVILLE, CA94608
X Executive Chairman
Signatures
/s/ Nicole C. Sanchez as Attorney-in-Fact 02/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan on February 12, 2020. The restricted stock units vest in three equal annual installments beginning on February 12, 2021.
( 2 )In 2017, the reporting person was granted a multi-year performance-based RSU award ("PRSU Award"), split into two tranches of 128,378 RSUs each ("Tranche I and Tranche II"). The number of shares earned upon vesting could range from 0 to 125% of the applicable Tranche depending on the actual ROE achieved. On February 12, 2020, the Compensation Committee of the Issuer determined that the performance criteria for Tranche II had been achieved at 125% resulting in the vesting of Tranche II as reported.
( 3 )Represents shares withheld by NMIH to satisfying withholding taxes due in connection with Tranche II of the reporting person's PRSU Award at a net settlement price equal to the closing stock price on February 12, 2020.
( 4 )Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 13, 2019, at a net settlement price equal to the closing stock price on February 13, 2020. Such restricted stock units vest in three equal annual installments beginning on February 13, 2020.
( 5 )Represents 521,120 class A common shares and 78,931 unvested restricted stock units.

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