SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCALEE LAWRENCE E JR

(Last)

(First)

(Middle)

C/O ESSENT GROUP LTD. CLARENDON HOUSE

2 CHURCH STREET

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Essent Group Ltd. [ ESNT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, par value $0.015	11/05/2013		C		67,854⁽⁴⁾	A	⁽¹⁾	67,854	D
Common Shares, par value $0.015	11/05/2013		C		144,468⁽⁵⁾	A	⁽²⁾	212,322	D
Common Shares, par value $0.015	11/05/2013		A		75,000⁽³⁾	A	⁽³⁾	287,322	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	⁽¹⁾	11/05/2013		C			50,337⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Shares	67,854⁽¹⁾⁽⁴⁾	⁽¹⁾	0	D
Class B-2 Common Shares	⁽²⁾	11/05/2013		C			370,787⁽²⁾	⁽²⁾	⁽²⁾	Common Shares	144,468⁽²⁾⁽⁵⁾	⁽²⁾	0	D

Explanation of Responses:

1. The Class A Common Shares automatically converted into Common Shares, par value $0.015, after giving effect to the 2 for 3 share split, immediately prior to consummation of the issuer's initial public offering.

2. The Class B-2 Common Shares that are eligible to vest under the issuer's Amended and Restated 2009 Restricted Share Plan (the "2009 Plan") automatically converted into Common Shares, par value $0.015, after giving effect to the 2 for 3 share split, immediately prior to consummation of the issuer's initial public offering and any Class B-2 Common Shares that are not eligible to vest under the 2009 Plan were forfeited immediately prior to consummation of the issuer's initial public offering.

3. Represents restricted shares granted under the issuer's 2013 Long-Term Incentive Plan effective immediately prior to the consummation of the issuer's initial public offering, including 37,500 restricted shares subject to time-based and performance-based percentage vesting, with any shares becoming earned based upon the issuer's compounded annual book value per share growth percentage during a three-year performance period commencing January 1, 2014, vesting on the one year anniversary of the completion of the performance period, and 37,500 restricted shares subject to time-based vesting, vesting in equal annual installments during the four-year period commencing January 1, 2014.

4. Includes 35,779 restricted shares granted under the issuer's Annual Leadership Bonus Plan, of which 17,624 vest on January 1, 2014, 11,836 vest on January 1, 2015 and the remaining restricted shares vest on January 1, 2016.

5. Includes 48,156 restricted shares granted under the issuer's 2009 Plan that vest on June 1, 2014.

	/s/ Mary Lourdes Gibbons, as attorney-in-fact	11/05/2013
	** Signature of Reporting Person	Date
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