NMI Holdings, Inc. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NMI Holdings, Inc. (NMIH)
CIK: 0001547903
Period of Report: 2015-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-12	Class A Common Shares, $0.01 par value per share	M	900	—	Acquired	900	Direct
2015-02-13	Class A Common Shares, $0.01 par value per share	S	417	$8.47	Disposed	483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Restricted Stock Unit (right to receive)	$0.0	M	900	Disposed		Class A Common Shares, $0.01 par value per share (900.0)	Direct

Footnotes

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

F2: Represents shares sold pursuant to a Sell-to-Cover 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 February 12, 2015.

F3: Granted pursuant to the NMIH 2012 Stock Incentive Plan. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 12, 2015.