MBIA INC — Director's Dealing 2015

Aug 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MBIA INC (MBI)
CIK: 0000814585
Period of Report: 2015-08-13

Reporting Person: Warburg Pincus Private Equity X, L.P. (10% Owner)
Reporting Person: Warburg Pincus X, L.P. (10% Owner)
Reporting Person: Warburg Pincus X GP L.P. (10% Owner)
Reporting Person: WPP GP LLC (10% Owner)
Reporting Person: Warburg Pincus Partners, L.P. (10% Owner)
Reporting Person: Warburg Pincus Partners GP LLC (10% Owner)
Reporting Person: WARBURG PINCUS & CO. (10% Owner)
Reporting Person: WARBURG PINCUS LLC (10% Owner)
Reporting Person: KAYE CHARLES R (10% Owner)
Reporting Person: Landy Joseph P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-13	Common Stock	S	18372877	$6.39	Disposed	1910417	Direct

Footnotes

F1: This Form 4 is filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership and its affiliated limited partnership ("WP X"), Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of WP X, Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP") and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company ("WPP GP") and the general partner of WP X GP, Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners") and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC") and the general partner of WP Partners, Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WPP GP LLC,

F2: (continued from Footnote 1) Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X, and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC (each of the foregoing, a "Warburg Pincus Reporting Person" and collectively, the "Warburg Pincus Reporting Persons"). Messrs. Kaye and Landy may be deemed to control WP X, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC.

F3: Comprised solely of 1,910,417 shares of Common Stock underlying warrants exercisable for Common Stock.

F4: Prior to the transaction reported herein, WP X was the holder of (a) 18,372,877shares of common stock, $1.00 par value (the "Common Stock") of MBIA Inc. (the "Issuer") and (b) warrants exercisable for 1,910,417 shares of Common Stock. On August 13, 2015 WP X sold 18,372,877 shares of Common Stock in an arms-length transaction pursuant to Rule 144 under the Securities Act of 1933.

F5: Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Warburg Pincus Reporting Persons, other than WP X, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the Common Stock, par value $1.00 per share ("Common Stock") of MBIA, Inc. (the "Issuer"), that may be deemed to be beneficially owned by WP X. Each Warburg Pincus Reporting Person, other than WP X, disclaims beneficial ownership of all of the Common Stock of the Issuer and the warrants exercisable for Common Stock that may be deemed to be beneficially owned by WP X, except to the extent of any indirect pecuniary interest therein.

F6: Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.