Essent Group Ltd. — Director's Dealing 2016

Mar 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Essent Group Ltd. (ESNT)
CIK: 0001448893
Period of Report: 2016-03-08

Reporting Person: PBRA (CAYMAN) Co (10% Owner, See Remarks)
Reporting Person: Pine Brook Road Advisors, LP (10% Owner, See Remarks)
Reporting Person: PBRA, LLC (10% Owner, See Remarks)
Reporting Person: NEWMAN HOWARD H (10% Owner, See Remarks)
Reporting Person: Essent Intermediate, L.P. (10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-08	Common Shares, par value $0.015	P	149329	$19.3707	Acquired	10160029	Indirect
2016-03-09	Common Shares, par value $0.015	P	140509	$19.4739	Acquired	10300538	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 purchase price for open-market purchases of Shares made by the Reporting Persons on March 8, 2016, within a $1.00 range. The actual prices for these transactions range from $19.16 to $19.40, 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 purchased at each separate price within the ranges set forth in footnote (3) and (4) to this Form 4.

F4: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on March 9, 2016, within a $1.00 range. The actual prices for these transactions range from $19.395 to $19.53, inclusive.