Essent Group Ltd. — Director's Dealing 2016

Dec 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Essent Group Ltd. (ESNT)
CIK: 0001448893
Period of Report: 2016-12-14

Reporting Person: PBRA (CAYMAN) Co (N/A)
Reporting Person: Pine Brook Road Advisors, LP (N/A)
Reporting Person: PBRA, LLC (N/A)
Reporting Person: NEWMAN HOWARD H (N/A)
Reporting Person: Essent Intermediate, L.P. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-14	Common Shares, par value $0.015	S	85778	$32.2401	Disposed	8338408	Indirect
2016-12-15	Common Shares, par value $0.015	S	15772	$32.1889	Disposed	8322636	Indirect

Footnotes

F1: Represents Common Shares ("Shares") held directly by Essent Intermediate, L.P., a Cayman Islands exempted limited partnership ("Essent Intermediate"). PBRA (Cayman) Company, a Cayman Islands exempted company ("PBRA Cayman"), is the general partner of Essent Intermediate.

F2: Pine Brook Road Advisors, LP, a Delaware limited partnership, ("Advisors") serves as investment manager to Essent Intermediate. PBRA, LLC, a Delaware limited liability company, serves as general partner of Advisors. Howard H. Newman, a U.S. citizen, ("Mr. Newman") is the sole member of PBRA, LLC. In such capacities, each of PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman may be deemed to indirectly beneficially own Shares held by Essent Intermediate and disclaims beneficial ownership of all such Shares except to the extent of any indirect pecuniary interest therein.

F3: This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on December 14, 2016, within a $1.00 range. The actual prices for these transactions range from $32.17 to $32.39, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

F4: This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on December 15, 2016, within a $1.00 range. The actual prices for these transactions range from $32.17 to $32.28, inclusive.