SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mathis Patrick L

(Last)

(First)

(Middle)

C/O NMI HOLDINGS, INC.

2100 POWELL STREET, 12TH FL.

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2013

3. Issuer Name and Ticker or Trading Symbol
NMI Holdings, Inc. [ NMIH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Risk Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares, $0.01 par value per share	1,387	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	05/30/2022	Class A Common Shares, $0.01 par value per share	30,000	$10	D
Stock Option (right to buy)	⁽²⁾	11/07/2022	Class A Common Shares, $0.01 par value per share	30,000	$10	D
Stock Option (right to buy)	⁽³⁾	02/14/2023	Class A Common Shares, $0.01 par value per share	30,247	$11.75	D
Restricted Stock Unit (right to receive)	⁽⁴⁾	11/07/2022	Class A Common Shares, $0.01 par value per share	7,778	$0.0	D

Explanation of Responses:

1. Granted pursuant to the NMI Holdings, Inc. 2012 Stock Incentive Plan. The stock option award is time vested based generally on continued service and is scheduled to vest in equal installments on each of the first, second and third anniversaries of the date of the grant, which grant occurred on May 30, 2012. Stock options with respect to 10,000 common shares vested and became exercisable on the first anniversary of the date of grant.

2. Granted pursuant to the NMI Holdings, Inc. 2012 Stock Incentive Plan. The stock option award is time vested based generally on continued service and is scheduled to vest in equal installments on each of the first, second and third anniversaries of the date of the grant, which grant occurred on November 7, 2012. Stock options with respect to 10,000 common shares vested and became exercisable on the first anniversary of the date of grant.

3. Granted pursuant to the NMI Holdings, Inc. 2012 Stock Incentive Plan. The stock option award is time vested based generally on continued service and is scheduled to vest in equal installments on each of the first, second and third anniversaries of the date of the grant, which grant occurred on February 14, 2013.

4. 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 restricted stock unit award is scheduled to vest as follows: (i) 1,667 units will vest based on continued service on the second anniversary date following the grant date, on November 7, 2014, (ii) 1,666 units will vest based on continued service on the third anniversary date following the grant date, on November 7, 2015, (iii) 2,224 units will vest after the per share stock price equals or exceeds $14.00 for a 30-day trading period, and (iv) 2,221 units will vest after the per share stock price equals or exceeds $16.00 for a 30-day trading period.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Nicole C. Sanchez as Attorney-in-Fact	11/07/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.