Bradley M. Shuster - Feb 9, 2024 Form 4 Insider Report for NMI Holdings, Inc. (NMIH)

Signature
/s/ Lynn Zheng, as Attorney-in-Fact
Stock symbol
NMIH
Transactions as of
Feb 9, 2024
Transactions value $
-$391,883
Form type
4
Date filed
2/12/2024, 08:49 PM
Previous filing
Feb 9, 2024
Next filing
Feb 27, 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 Tax liability $0 -6.21K -1.37% $0.00 447K Feb 9, 2024 Direct F1
transaction NMIH Class A Common Shares, $0.01 par value per share Tax liability $0 -6.98K -1.56% $0.00 440K Feb 10, 2024 Direct F2
transaction NMIH Class A Common Shares, $0.01 par value per share Sale -$392K -12.8K -2.92% $30.53 427K Feb 12, 2024 Direct F3, F4
holding NMIH Class A Common Shares, $0.01 par value per share 47.2K Feb 9, 2024 By Shuster Family Trust, of which Mr. Shuster and his wife are co-trustees and beneficiaries
* 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 Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 9, 2022 at a net settlement price equal to the closing stock price on February 9, 2024. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 9, 2023.
F2 Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 10, 2021 at a net settlement price equal to the closing stock price on February 9, 2024. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 10, 2022.
F3 The common stock was sold by the reporting person in a series of open market transactions at an average sale price of $30.53. The range of sale prices on the transaction date was $30.21 to $30.71. 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.
F4 Represents 347,640 Class A common shares and 79,631 unvested restricted stock units.