Bradley M. Shuster - 26 Dec 2023 Form 4 Insider Report for NMI Holdings, Inc. (NMIH)

Signature
/s/ Lynn Zheng, as Attorney-in-Fact
Issuer symbol
NMIH
Transactions as of
26 Dec 2023
Net transactions value
-$3,704,977
Form type
4
Filing time
27 Dec 2023, 16:16:02 UTC
Previous filing
26 Dec 2023
Next filing
09 Feb 2024

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 $1,457,053 +171,418 +40% $8.50 598,381 26 Dec 2023 Direct
transaction NMIH Class A Common Shares, $0.01 par value per share Sale $5,162,030 -171,418 -29% $30.11 426,963 26 Dec 2023 Direct F1, F2, F3
holding NMIH Class A Common Shares, $0.01 par value per share 47,150 26 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 -171,418 -100% $0.000000* 0 26 Dec 2023 Class A Common Shares, $0.01 par value per share 171,418 $8.50 Direct F4
* 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 at an average sale price of $30.1137. The range of sale prices on the transaction date was $30.0000 to $30.2700. 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.
F3 Represents 347,640 Class A common shares and 79,323 unvested restricted stock units.
F4 The option vested in full on February 12, 2018.