SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PBRA (CAYMAN) Co (Last) (First) (Middle) C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR (Street) NEW YORK NY 10165 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Essent Group Ltd. [ ESNT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 11/05/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, par value $0.015	11/05/2013		C		11,563,295	A	(2)	11,563,295	D(3)
Common Shares, par value $0.015	11/05/2013		C		15,097,726	A	(2)	15,097,726	I	See footnotes(1)(4)
Common Shares, par value $0.015	11/05/2013		P		500,000	A	$17(5)	12,063,295	D(3)
Common Shares, par value $0.015	11/05/2013		P		500,000	A	$17(5)	15,597,726	I	See footnotes(1)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Shares	(2)	11/05/2013		C			8,398,379	(2)	(2)	Common Shares	11,563,295	(2)	0	D(3)
Class A Common Shares	(2)	11/05/2013		C			10,954,277	(2)	(2)	Common Shares	15,097,726	(2)	0	I	See footnotes(1)(4)

1. Name and Address of Reporting Person* PBRA (CAYMAN) Co (Last) (First) (Middle) C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR (Street) NEW YORK NY 10165 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Essent Intermediate, L.P. (Last) (First) (Middle) C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR (Street) NEW YORK NY 10165 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. This Form 4 is being filed on behalf of PRBA (Cayman) Company, a Cayman Islands exempted company ("PRBA") and Essent Intermediate, L.P., a Cayman Islands exempted limited partnership ("Essent Intermediate") (collectively, the "Reporting Persons"). PRBA is the general partner of Essent Intermediate and Pine Brook Essent Co-Invest, L.P., a Cayman Islands exempted limited partnership ("Essent Co-Invest" and, together with Essent Intermediate, the "PB Entities"). PBRA may be deemed to indirectly beneficially own shares held by the PB Entities and disclaims beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein. Essent Intermediate disclaims beneficial ownership of all shares reported herein except those reported as held directly by it.

2. The Class A Common Shares automatically converted into Common Shares, par value $0.015 per share, after giving effect to the 2 for 3 share split, immediately prior to the consummation of the issuer's initial public offering.

3. Represents Common Shares held directly by Essent Intermediate.

4. Represents Common Shares held directly by Essent Intermediate and Essent Co-Invest.

5. Essent Intermediate purchased in the issuer's initial public offering 500,000 Common Shares at the same price as the price to the public.

Remarks:

Exhibit List: Exhibit 99.1 - Joint Filers' Information and Signatures Solely for purposes of Section 16 of the Exchange Act, the PB Entities, and PRBA by virtue of its control of the PB Entities, may be deemed to be directors-by-deputization by virtue of the PB Entities' contractual right to designate a member of the board of directors of the issuer. William Spiegel and Robert Glanville, each a director of PRBA, are members of the issuer's board of directors.

	PBRA (Cayman) Company By: /s/ Joseph Gantz Name: Joseph Gantz Title: Director	11/05/2013
	** Signature of Reporting Person	Date
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