Essent Group Ltd. — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Essent Group Ltd. (ESNT)
CIK: 0001448893
Period of Report: 2016-11-10

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
2016-11-10	Common Shares, par value $0.015	S	2300000	$28.75	Disposed	8424186	Indirect

Footnotes

F1: The Reporting Persons acknowledge that the sale of Common Shares ("Shares") reported herein may be matchable under Section 16(b) of the Exchange Act, for profit, with the Reporting Persons' purchase of 15,534 Shares on May 19, 2016, to the extent of 15,534 shares. The Reporting Persons have agreed to pay to the Issuer the full amount of any such profits, less transaction costs, to the extent of their pecuniary interest therein.

F2: Represents 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.

F3: 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.