NMI Holdings, Inc. — Director's Dealing 2015

Nov 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NMI Holdings, Inc. (NMIH)
CIK: 0001547903
Period of Report: 2015-11-07

Reporting Person: Mathis Patrick L (EVP, Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-07	Class A Common Shares, $0.01 par value per share	M	1666	—	Acquired	14759	Direct
2015-11-09	Class A Common Shares, $0.01 par value per share	F	627	$7.75	Disposed	14132	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-07	Restricted Stock Unit (right to receive)	$0.0	M	1666	Disposed		Class A Common Shares, $0.01 par value per share (1666.0)	Direct

Footnotes

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

F2: Represents 5,132 class A common shares and 9,000 unvested restricted stock units.

F3: Granted pursuant to the NMI Holdings, Inc. 2012 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one NMI Holdings, Inc. common share upon vesting and settlement. The remaining vesting schedule for the restricted stock unit award is as follows: (i) 1,666 units vest based on continued service on the third anniversary date following the grant date, on November 7, 2015, (ii) 2,224 units will vest after the per share stock price equals or exceeds $14.00 for a 30-day trading period, and (iii) 2,221 units will vest after the per share stock price equals or exceeds $16.00 for a 30-day trading period.