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