0000769993-14-000687.txt : 20141224 0000769993-14-000687.hdr.sgml : 20141224 20141224121610 ACCESSION NUMBER: 0000769993-14-000687 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141121 FILED AS OF DATE: 20141224 DATE AS OF CHANGE: 20141224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Essent Group Ltd. CENTRAL INDEX KEY: 0001448893 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980673656 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 877-673-8190 MAIL ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: Essent group Ltd. DATE OF NAME CHANGE: 20081028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36157 FILM NUMBER: 141309509 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 4 1 ownershipdoc12062014100436.xml X0306 4 2014-11-21-05:00 false 0001448893 Essent Group Ltd. ESNT 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 false false true false Common Shares 2014-11-21-05:00 4 P false 20000 24.0417 A 6058745 I See footnotes Common Shares 2014-11-21-05:00 4 S false 20000 24.0417 D 6038745 I See footnotes Common Shares 2014-11-24-05:00 4 P false 45000 23.918 A 6083745 I See footnotes Common Shares 2014-11-24-05:00 4 S false 45000 23.918 D 6038745 I See footnotes Common Shares 2014-11-25-05:00 4 P false 20000 24.2216 A 5326343 I See footnotes Common Shares 2014-11-25-05:00 4 S false 20000 24.2216 D 5306343 I See footnotes Common Shares 2014-11-26-05:00 4 P false 40000 24.5985 A 5346343 I See footnotes Common Shares 2014-11-26-05:00 4 S false 40000 24.5985 D 5306343 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group" or the "Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose. The common stock, par value $0.015 per share (the "Common Shares") of Essent Group Ltd. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by wholly owned subsidiaries of GS Group. Without admitting any legal obligation, a wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company. Reflects a weighted average purchase price of $24.0417 per share, at prices ranging from $23.7700 to $24.2200 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price will be provided. Reflects a weighted average sale price of $24.0417 per share, at prices ranging from $23.7700 to $24.2200 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price will be provided. Reflects a weighted average purchase price of $23.9180 per share, at prices ranging from $23.6100 to $24.2600 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price will be provided. Reflects a weighted average sale price of $23.9180 per share, at prices ranging from $23.6100 to $24.2600 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price will be provided. Reflects a weighted average purchase price of $24.2216 per share, at prices ranging from $23.9200 to $24.4400 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price will be provided. Reflects a weighted average sale price of $24.2216 per share, at prices ranging from $23.9200 to $24.4400 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price will be provided. As previously reported on a Form 4 filed with the Securities and Exchange Commission on November 26, 2014, as a result of the offering of Common Shares by the Company and its selling shareholders, GS Group may be deemed to beneficially own directly, in the aggregate, 5,306,343 of the Common Shares. Reflects a weighted average purchase price of $24.5985 per share, at prices ranging from $24.1000 to $25.0600 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price will be provided. Reflects a weighted average sale price of $24.5985 per share, at prices ranging from $24.1000 to $25.0600 per share. Upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price will be provided. As of November 26, 2014, GS Group may be deemed to beneficially own directly, in the aggregate, 5,306,343 of the Common Shares. Excludes 6,084,060 Common Shares beneficially owned by Commonwealth Annuity and Life Reinsurance Company Limited ("Commonwealth"). The Reporting Person disclaims both any pecuniary interest in any such Common Shares (and the Reporting Person will not report any transactions by Commonwealth in the Common Shares) and beneficial ownership of any such Common Shares for purposes of the calculation of greater than 10% beneficial ownership. /s/ Kevin P. Treanor, Attorney-in-fact 2014-12-24-05:00