Essent Group Ltd. — Director's Dealing 2017

May 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Essent Group Ltd. (ESNT)
CIK: 0001448893
Period of Report: 2017-05-03

Reporting Person: SPIEGEL WILLIAM (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-03	Common shares, par value $0.015	M	5545	—	Acquired	19056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-03	Restricted share units	$	M	5545	Disposed		Common shares, par value $0.015 (5545.0)	Direct
2017-05-03	Restricted share units	$	A	3003	Acquired		Common shares, par value $0.015 (3003.0)	Direct

Footnotes

F1: Restricted share units convert into common shares on a one-for-one basis.

F2: On May 3, 2016, the reporting person was granted 5,545 restricted share units which vested in full on May 3, 2017.

F3: Granted under the issuer's 2013 Long-Term Incentive Plan pursuant to the issuer's director compensation plan and will vest in full on May 3, 2018. Each restricted share unit represents a contingent right to receive one ESNT common share.