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Filing Details

Accession Number:: 0000769993-14-000623
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-26 17:04:27
Reporting Period:: 2014-11-25

Filing Date:: 2014-11-26
Accepted Time:: 2014-11-26 17:04:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1448893	Essent Group Ltd.	ESNT	Surety Insurance (6351)	980673656

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282		No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Disposition	2014-11-25	732,402	$21.25	5,306,343	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

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.