Bradley M. Shuster - 21 Dec 2023 Form 4 Insider Report for NMI Holdings, Inc. (NMIH)

Role
Executive Chairman, Director
Signature
/s/ Lynn Zheng, as Attorney-in-Fact
Issuer symbol
NMIH
Transactions as of
21 Dec 2023
Net transactions value
-$3,993,819
Form type
4
Filing time
26 Dec 2023, 16:09:06 UTC
Previous filing
05 Apr 2023
Next filing
27 Dec 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NMIH Class A Common Shares, $0.01 par value per share Options Exercise $1,417,687 +115,072 +27% $12.32 542,035 21 Dec 2023 Direct
transaction NMIH Class A Common Shares, $0.01 par value per share Sale $3,419,353 -115,072 -21% $29.71 426,963 21 Dec 2023 Direct F1, F2
transaction NMIH Class A Common Shares, $0.01 par value per share Options Exercise $183,413 +21,578 +5.1% $8.50 448,541 21 Dec 2023 Direct
transaction NMIH Class A Common Shares, $0.01 par value per share Sale $647,340 -21,578 -4.8% $30.00 426,963 21 Dec 2023 Direct F1, F3
transaction NMIH Class A Common Shares, $0.01 par value per share Options Exercise $601,834 +70,804 +17% $8.50 497,767 22 Dec 2023 Direct
transaction NMIH Class A Common Shares, $0.01 par value per share Sale $2,130,060 -70,804 -14% $30.08 426,963 22 Dec 2023 Direct F1, F4, F5
holding NMIH Class A Common Shares, $0.01 par value per share 47,150 21 Dec 2023 By Shuster Family Trust, of which Mr. Shuster and his wife are co-trustees and beneficiaries

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NMIH Stock Option (right to buy) Options Exercise $0 -115,072 -100% $0.000000* 0 21 Dec 2023 Class A Common Shares, $0.01 par value per share 115,072 $12.32 Direct F6
transaction NMIH Stock Option (right to buy) Options Exercise $0 -21,578 -8.2% $0.000000 242,222 21 Dec 2023 Class A Common Shares, $0.01 par value per share 21,578 $8.50 Direct F7
transaction NMIH Stock Option (right to buy) Options Exercise $0 -70,804 -29% $0.000000 171,418 22 Dec 2023 Class A Common Shares, $0.01 par value per share 70,804 $8.50 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Mr. Shuster has adopted a 10b5-1 Plan. This 10b5-1 Plan allows for the orderly disposition of a portion of shares owned by Mr. Shuster as part of his investment and financial planning needs, including individual asset diversification. The shares were sold pursuant to the 10b5-1 Plan.
F2 The common stock was sold by the reporting person in a series of open market transactions on the transaction date at an average sale price of $29.7149. The range of sale prices was $29.2550 to $30.0000 on the transaction date. The reporting person undertakes to provide, upon request by SEC staff, NMIH, or a securityholder of NMIH, full information regarding the number of shares sold at each price.
F3 The common stock was sold by the reporting person in a series of open market transactions on the transaction date at an average sale price of $30.000. The range of sales prices was $30.000 to $30.005 on the transaction date. The reporting person undertakes to provide, upon request by SEC staff, NMIH, or a securityholder of NMIH, full information regarding the number of shares sold at each price.
F4 The common stock was sold by the reporting person in a series of open market transactions at an average sale price of $30.0839. The range of sale prices on the transaction date was $30.0000 to $30.2600. The reporting person undertakes to provide, upon request by the SEC staff, NMIH or a security holder of NMIH, full information regarding the shares sold at each price.
F5 Represents 347,640 Class A common shares and 79,323 unvested restricted stock units.
F6 The option vested in full on February 12, 2017.
F7 The option vested in full on February 12, 2018.