X0206 3 2013-10-30 0 0001448893 Essent Group Ltd. ESNT 0001223523 MCALEE LAWRENCE E JR C/O ESSENT GROUP LTD. CLARENDON HOUSE 2 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 1 0 0 Sr. VP & CFO Class A Common Shares Common Shares 67854 D Class B-2 Common Shares Common Shares 144468 D The Class A Common Shares automatically convert into Common Shares, par value $0.015 per share, after giving effect to the 2 for 3 share split, immediately prior to consummation of the issuer's initial public offering. The Class B-2 Common Shares that are eligible to vest under the issuer's Amended and Restated 2009 Restricted Share Plan (the "2009 Plan") automatically convert into Common Shares, par value $0.015 per share, after giving effect to the 2 for 3 share split, immediately prior to consummation of the issuer's initial public offering and any Class B-2 Common Shares that are not eligible to vest under the 2009 Plan are forfeited immediately prior to consummation of the issuer's initial public offering. Includes 35,779 restricted shares granted under the issuer's Annual Leadership Bonus Plan, of which 17,624 vest on January 1, 2014, 11,836 vest on January 1, 2015 and the remaining restricted shares vest on January 1, 2016. Includes 48,156 restricted shares granted under the issuer's 2009 Plan that vest on June 1, 2014. Exhibit List: Exhibit 24 - Power of Attorney /s/ Mary Lourdes Gibbons, attorney-in-fact 2013-10-30