NMI Holdings Inc. (NMIH): Hayman Advisors Decreases Its Stake

Page 6 of 7 – SEC Filing

SCHEDULE 13D

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by Hayman Capital Management, L.P. (“Hayman Capital Management”), a Delaware limited partnership, Hayman Investments, L.L.C., a Texas limited liability company, J. Kyle Bass and John Brandon Osmon with the Securities and Exchange Commission (the “SEC”) on November 18, 2013 (the “Original Schedule 13D”), as amended on August 7, 2015 (as so amended, the “Schedule 13D”).

This Amendment relates to shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”) of NMI Holdings, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used in this Amendment but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

This Amendment is being filed to amend and supplement Items 2, 4 and 5 of the Schedule 13D as follows:

Item 2.    Identity and Background

(c)  Mr. Osmon ceased to be a director of the Issuer as of May 10, 2016.

Item 4.    Purpose of Transaction

The Reporting Persons continue to hold shares of Common Stock for investment purposes.  The sales of shares of Common Stock reported herein are the due to portfolio rebalancing on the part of the Reporting Persons and do not reflect an unfavorable view of the Issuer or its management.

The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and retain the right at their discretion to engage in discussions with the Issuer’s management and/or Board of Directors and to consider and implement other plans or proposals, all as described more fully in the Original Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a) and (b)  See Items 7-11 of the cover pages and Item 2 above.

Pursuant to Rule 13d-4, each of the Reporting Persons expressly declares that this Schedule 13D and any amendments hereto shall not be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities reported herein, except to the extent that such Reporting Person owns such shares.

The percentage calculations herein are based on the Issuer’s statement in its Quarterly Report filed with the Securities and Exchange Commission on April 28, 2016 that there were 59,080,468 shares of Common Stock outstanding as of April 26, 2016.

(c)  The Reporting Persons did not engage in any transactions involving securities of the Issuer during the sixty day period prior to the filing of this Schedule, except as follows:

Transaction	Date	No. Shares	Price Per Share
Open market sale	05/09/16	1,750,000	$6.30
Open market sale	05/10/16	312,800	$6.32411

1 Reflects the weighted average price of shares sold in multiple transactions at prices ranging from $6.314 to $6.3677.  The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.