NMI Holdings, Inc. — Director's Dealing 2015

May 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NMI Holdings, Inc. (NMIH)
CIK: 0001547903
Period of Report: 2015-05-08

Reporting Person: Fore Robert Hamilton III (Vice President, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-08	Class A Common Shares, $0.01 par value per share	M	3333	—	Acquired	18090	Direct
2015-05-11	Class A Common Shares, $0.01 par value per share	S	1224	$7.81	Disposed	16866	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-08	Restricted Stock Unit (right to receive)	$	M	3333	Disposed		Class A Common Shares, $0.01 par value per share (3333.0)	Direct

Footnotes

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

F2: Represents shares sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2014 to pay withholding taxes due in connection with the vesting of certain restricted stock units on May 8, 2015.

F3: Represents 2,109 class A common shares and 14,757 unvested restricted stock units.

F4: On May 8, 2014, the reporting person was granted 10,000 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.