NMI Holdings, Inc. — Director's Dealing 2017

Feb 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NMI Holdings, Inc. (NMIH)
CIK: 0001547903
Period of Report: 2017-02-10

Reporting Person: Farrell Glenn Michael (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Class A Common Shares, $0.01 par value per share	F	12890	—	Disposed	94955	Direct
2017-02-12	Class A Common Shares, $0.01 par value per share	F	1745	—	Disposed	93210	Direct

Footnotes

F1: Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 10, 2016 at a net settlement price equal to the closing stock price on February 10, 2017. Such restricted stock units vest in three equal annual installments beginning on February 10, 2017.

F2: Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 12, 2015 at a net settlement price equal to the closing stock price on February 10, 2017. Such restricted stock units vest in three equal annual installments beginning on February 12, 2016.

F3: Represents 37,242 class A common shares and 55,968 unvested restricted stock units.