0000905148-16-002132.txt : 20161216
0000905148-16-002132.hdr.sgml : 20161216
20161216162433
ACCESSION NUMBER: 0000905148-16-002132
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161214
FILED AS OF DATE: 20161216
DATE AS OF CHANGE: 20161216
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Essent Group Ltd.
CENTRAL INDEX KEY: 0001448893
STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351]
IRS NUMBER: 980673656
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: CLARENDON HOUSE
STREET 2: 2 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 11
BUSINESS PHONE: 441-297-9901
MAIL ADDRESS:
STREET 1: CLARENDON HOUSE
STREET 2: 2 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 11
FORMER COMPANY:
FORMER CONFORMED NAME: Essent group Ltd.
DATE OF NAME CHANGE: 20081028
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Essent Intermediate, L.P.
CENTRAL INDEX KEY: 0001590475
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36157
FILM NUMBER: 162056585
BUSINESS ADDRESS:
STREET 1: 190 ELGIN AVENUE
STREET 2: GEORGE TOWN
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9005
BUSINESS PHONE: 212-847-4335
MAIL ADDRESS:
STREET 1: 60 EAST 42ND STREET
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEWMAN HOWARD H
CENTRAL INDEX KEY: 0001013026
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36157
FILM NUMBER: 162056586
MAIL ADDRESS:
STREET 1: ONE GRAND CENTRAL PLACE
STREET 2: 60 EAST 42ND ST, 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PBRA, LLC
CENTRAL INDEX KEY: 0001615816
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36157
FILM NUMBER: 162056587
BUSINESS ADDRESS:
STREET 1: C/O PINE BROOK ROAD PARTNERS, LLC
STREET 2: 60 EAST 42ND STREET, 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
BUSINESS PHONE: (212) 847-4335
MAIL ADDRESS:
STREET 1: C/O PINE BROOK ROAD PARTNERS, LLC
STREET 2: 60 EAST 42ND STREET, 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pine Brook Road Advisors, LP
CENTRAL INDEX KEY: 0001630691
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36157
FILM NUMBER: 162056588
BUSINESS ADDRESS:
STREET 1: 60 EAST 42ND STREET
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
BUSINESS PHONE: 2128474333
MAIL ADDRESS:
STREET 1: 60 EAST 42ND STREET
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PBRA (CAYMAN) Co
CENTRAL INDEX KEY: 0001583068
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36157
FILM NUMBER: 162056589
BUSINESS ADDRESS:
STREET 1: C/O PINE BROOK ROAD
STREET 2: 60 EAST 42ND STREET, 50TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10165
BUSINESS PHONE: 212-847-4333
MAIL ADDRESS:
STREET 1: C/O PINE BROOK ROAD
STREET 2: 60 EAST 42ND STREET, 50TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10165
4
1
form4.xml
X0306
4
2016-12-14
0001448893
Essent Group Ltd.
ESNT
0001583068
PBRA (CAYMAN) Co
C/O PINE BROOK ROAD PARTNERS LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK
NY
10165
true
See Remarks
0001630691
Pine Brook Road Advisors, LP
C/O PINE BROOK ROAD PARTNERS LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK
NY
10165
true
See Remarks
0001615816
PBRA, LLC
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK
NY
10165
true
See Remarks
0001013026
NEWMAN HOWARD H
C/O PINE BROOK ROAD PARTNERS LLC
60 EAST 42ND ST, 50TH FLOOR
NEW YORK
NY
10165
true
See Remarks
0001590475
Essent Intermediate, L.P.
C/O PINE BROOK ROAD PARTNERS LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK
NY
10165
true
See Remarks
Common Shares, par value $0.015
2016-12-14
4
S
0
85778
32.2401
D
8338408
I
See Footnotes
Common Shares, par value $0.015
2016-12-15
4
S
0
15772
32.1889
D
8322636
I
See Footnotes
Represents Common Shares ("Shares") held directly by Essent Intermediate, L.P., a Cayman Islands exempted limited partnership ("Essent Intermediate"). PBRA (Cayman) Company, a Cayman Islands exempted company ("PBRA Cayman"), is the general partner of Essent Intermediate.
Pine Brook Road Advisors, LP, a Delaware limited partnership, ("Advisors") serves as investment manager to Essent Intermediate. PBRA, LLC, a Delaware limited liability company, serves as general partner of Advisors. Howard H. Newman, a U.S. citizen, ("Mr. Newman") is the sole member of PBRA, LLC. In such capacities, each of PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman may be deemed to indirectly beneficially own Shares held by Essent Intermediate and disclaims beneficial ownership of all such Shares except to the extent of any indirect pecuniary interest therein.
This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on December 14, 2016, within a $1.00 range. The actual prices for these transactions range from $32.17 to $32.39, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on December 15, 2016, within a $1.00 range. The actual prices for these transactions range from $32.17 to $32.28, inclusive.
Exhibit 99.1 - Power of Attorney (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by PBRA (Cayman) Company on March 13, 2015).
Solely for purposes of Section 16 of the Exchange Act, Essent Intermediate, and each of PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman by virtue of its or his control of Essent Intermediate, may be deemed to be directors-by-deputization by virtue of Essent Intermediate's contractual right to designate a member of the board of directors of the Issuer. William Spiegel, a director of PBRA Cayman, is a member of the Issuer's board of directors.
PBRA (CAYMAN) COMPANY, By: /s/ Rob Jackowitz, Director
2016-12-16
PINE BROOK ROAD ADVISORS, LP, By: /s/ Robert Jackowitz, Chief Compliance Officer
2016-12-16
PBRA, LLC, By: /s/ Robert Jackowitz, Executive Vice President
2016-12-16
HOWARD H. NEWMAN, By: /s/ Robert Jackowitz, Attorney-in-Fact
2016-12-16
ESSENT INTERMEDIATE, L.P., By: PBRA (CAYMAN) COMPANY, its general partner, By: /s/ Rob Jackowitz, Director
2016-12-16