SEC FORM 4

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^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	11/21/2014		P		20,000	A	$24.0417⁽³⁾	6,058,745	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹³⁾
Common Shares	11/21/2014		S		20,000	D	$24.0417⁽⁴⁾	6,038,745	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽¹³⁾
Common Shares	11/24/2014		P		45,000	A	$23.918⁽⁵⁾	6,083,745	I	See footnotes⁽¹⁾⁽²⁾⁽⁵⁾⁽¹³⁾
Common Shares	11/24/2014		S		45,000	D	$23.918⁽⁶⁾	6,038,745	I	See footnotes⁽¹⁾⁽²⁾⁽⁶⁾⁽¹³⁾
Common Shares	11/25/2014		P		20,000	A	$24.2216⁽⁷⁾	5,326,343	I	See footnotes⁽¹⁾⁽²⁾⁽⁷⁾⁽¹³⁾
Common Shares	11/25/2014		S		20,000	D	$24.2216⁽⁸⁾	5,306,343⁽⁹⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹³⁾
Common Shares	11/26/2014		P		40,000	A	$24.5985⁽¹⁰⁾	5,346,343	I	See footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾⁽¹³⁾
Common Shares	11/26/2014		S		40,000	D	$24.5985⁽¹¹⁾	5,306,343	I	See footnotes⁽¹⁾⁽²⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. As of November 26, 2014, GS Group may be deemed to beneficially own directly, in the aggregate, 5,306,343 of the Common Shares.

13. 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.

Remarks:

	/s/ Kevin P. Treanor, Attorney-in-fact	12/24/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.