0000769993-14-000623.txt : 20141126 0000769993-14-000623.hdr.sgml : 20141126 20141126170427 ACCESSION NUMBER: 0000769993-14-000623 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141125 FILED AS OF DATE: 20141126 DATE AS OF CHANGE: 20141126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Essent Group Ltd. CENTRAL INDEX KEY: 0001448893 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980673656 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 877-673-8190 MAIL ADDRESS: STREET 1: 61 FRONT 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: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36157 FILM NUMBER: 141254374 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 4 1 ownershipdoc11162014084231.xml X0306 4 2014-11-25-05:00 false 0001448893 Essent Group Ltd. ESNT 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 false false true false Common Shares 2014-11-25-05:00 4 S false 732402 21.2488 D 5306343 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group" or the "Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose. Pursuant to an underwriting agreement, dated November 19, 2014 (the "Underwriting Agreement"), and in connection with the offering of common stock, par value $0.015 per share (the "Common Shares") of Essent Group Ltd. (the "Company") by the Company and its selling shareholders pursuant to the final prospectus dated November 19, 2014, which offering was consummated on November 25, 2014 (the "Offering"), GS Group, as a selling shareholder, sold 563,386 Common Shares. Pursuant to the Underwriting Agreement and in connection with the Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional Common Shares from the selling shareholders. Goldman, Sachs & Co., a wholly-owned subsidiary of GS Group, is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed simultaneously with the Offering on November 25, 2014. GS Group sold an additional 169,016 Common Shares pursuant to the underwriters' exercise of the Over-Allotment Option. As of November 25, 2014, as a result of the Offering, GS Group may be deemed to beneficially own directly, in the aggregate, 5,306,343 of the Common Shares. Excludes 6,084,060 Common Shares beneficially owned by Commonwealth Annuity and Life Reinsurance Company Limited ("Commonwealth"). The Reporting Person disclaims both any pecuniary interest in any such Common Shares (and the Reporting Person will not report any transactions by Commonwealth in the Common Shares) and beneficial ownership of any such Common Shares for purposes of the calculation of greater than 10% beneficial ownership. /s/ Kevin P. Treanor, Attorney-in-fact 2014-11-26-05:00