X0206 3 2013-10-30 0 0001448893 Essent Group Ltd. ESNT 0001583068 PBRA (CAYMAN) Co C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 1 See Remarks 0001590475 Essent Intermediate, L.P. C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 1 See Remarks Class A Common Shares Common Shares 11563295 D Class A Common Shares Common Shares 15097726 I See footnote This Form 3 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. 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 the consummation of the issuer's initial public offering. Represents Class A Common Shares held directly by Essent Intermediate. Represents Class A Common Shares held directly by Essent Intermediate and Essent Co-Invest. 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. Exhibit List: Exhibit 99.1 - Joint Filers' Information and Signatures PRBA (Cayman) Company By: /s/ Joseph Gantz Name: Joseph Gantz Title: Director 2013-10-30