SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Mathis Patrick L

(Last) (First) (Middle)
C/O NMI HOLDINGS, INC.
2100 POWELL STREET, 12TH FL.

(Street)
EMERYVILLE CA 94608

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/28/2018
3. Issuer Name and Ticker or Trading Symbol
NMI Holdings, Inc. [ NMIH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Operating Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit (right to receive) 18,828(1) D
Restricted Stock Unit (right to receive) 11,832(2) D
Restricted Stock Unit (right to receive) 23,011(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (4) 02/12/2025 Class A Common Shares, $0.01 par value per share 20,700 8.5 D
Stock Option (right to buy) (5) 02/09/2027 Class A Common Shares, $0.01 par value per share 50,127 11.1 D
Stock Option (right to buy) (6) 02/07/2028 Class A Common Shares, $0.01 par value per share 21,965 18.7 D
Explanation of Responses:
1. Represents restricted stock units granted pursuant to the NMI Holdings,Inc. 2014 Omnibus Incentive Plan, as amended. The remaining shares underlying these restricted stock units vest on the third anniversary of the date of grant, which grant occurred on February 10, 2016.
2. Represents restricted stock units granted pursuant to the NMI Holdings,Inc. 2014 Omnibus Incentive Plan, as amended. The remaining shares underlying these restricted stock units vest in equal annual installments on the second and third anniversaries of the date of grant, which grant occurred on February 9, 2017.
3. Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan. The shares underlying these restricted stock units vest in equal annual installments on each of the first, second and third anniversaries of the date of grant, which grant occurred on February 7, 2018.
4. Granted pursuant to the NMI Holdings, Inc. 2014 Omnibus Incentive Plan, as amended. The stock option award is fully vested and exercisable.
5. Granted pursuant to the NMIH 2012 Stock Incentive Plan. The option vests in three equal annual installments on the first, second and third anniversaries of the date of grant, which grant occurred on February 9, 2017. The first installment of this grant is fully vested and exercisable.
6. Granted pursuant to the NMIH 2012 Stock Incentive Plan. The option vests in three equal annual installments on the first, second and third anniversaries of the date of grant, which grant occurred on February 7, 2018.
Remarks:
/s/ Nicole C. Sanchez as Attorney-in-Fact 01/04/2019
** 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 5 (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.
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POWER OF ATTORNEY


The undersigned hereby constitutes and appoints each of William J. Leatherberry, Christopher G. Brunetti, Nicole C. Sanchez and Joy M. Benner, signing singly, as the undersigned's true and lawful attorney-in-fact to:

(1)    execute for and on behalf of the undersigned, in the undersigned's capacity as a director and/or officer of NMI Holdings, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act" and Form 10, if necessary, to obtain EDGAR codes and related documentation for use in filing Forms 3, 4 and 5;

(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 10, complete and execute any amendment or amendments thereto, and file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority;

(3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such
 attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion; and

(4)    seek or obtain, as the undersigned's attorney-in-fact and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in connection with the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this  Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 16 reports on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 16 reports on behalf of the undersigned due to various factors and the undersigned and the Company's need to rely on others for information, including the undersigned and brokers of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 

December 28, 2018.



By:    /s/Patrick L. Mathis
Name:    Patrick L. Mathis