Sec Form 13D Filing - HAYMAN CAPITAL MANAGEMENT L.P. filing for NMI Holdings Inc. (NMIH) - 2016-12-12

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

 

	SCHEDULE 13D
	Under the Securities Exchange Act of 1934
	(Amendment No. 4)*

 

NMI HOLDINGS, INC.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

629209305

(CUSIP Number)

Juneau J. Lee Hayman Capital Management, L.P. 2101 Cedar Springs Road, Suite 1400 Dallas, TX 75201 Tel. No.: 214-347-8050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- with copies to -

Barry N. Hurwitz Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 (617) 951-8000

December 9, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1	Names of Reporting Persons.   Hayman Capital Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7           Sole Voting Power 0
	8           Shared Voting Power 2,653,722 shares of Common Stock
	9            Sole Dispositive Power 0
	10           Shared Dispositive Power 2,653,722 shares of Common Stock

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,653,722 shares of Common Stock
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 4.5%
14	Type of Reporting Person (See Instructions) IA, PN (Limited Partnership)

 

 

1	Names of Reporting Persons.   Hayman Investments, L.L.C.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Texas

Number of Shares Beneficially Owned by Each Reporting Person With	7           Sole Voting Power 0
	8           Shared Voting Power 2,653,722 shares of Common Stock
	9            Sole Dispositive Power 0
	10           Shared Dispositive Power 2,653,722 shares of Common Stock

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,653,722 shares of Common Stock
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 4.5%
14	Type of Reporting Person (See Instructions) HC, OO (Limited Liability Company)

 

 

1	Names of Reporting Persons.   J Kyle Bass
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. United States

Number of Shares Beneficially Owned by Each Reporting Person With	7           Sole Voting Power 0
	8           Shared Voting Power 2,653,722 shares of Common Stock
	9            Sole Dispositive Power 0
	10           Shared Dispositive Power 2,653,722 shares of Common Stock

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,653,722 shares of Common Stock
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 4.5%
14	Type of Reporting Person (See Instructions) HC, IN

 

 

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed by Hayman Capital Management, L.P. (“Hayman Capital Management”), a Delaware limited partnership, Hayman Investments, L.L.C., a Texas limited liability company, J. Kyle Bass and John Brandon Osmon with the Securities and Exchange Commission (the “SEC”) on November 18, 2013 (the “Original Schedule 13D”), as amended on August 7, 2015, May 10, 2016 and October 13, 2016 (as so amended, the "Schedule 13D").

 

Item 5.

Interest in Securities of the Issuer

(a) and (b)  See Items 7-11 of the cover pages and Item 2 above.

Pursuant to Rule 13d-4, each of the Reporting Persons expressly declares that this Schedule 13D and any amendments hereto shall not be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities reported herein, except to the extent that such Reporting Person owns such shares.

 

The percentage calculations herein are based on the Issuer’s statement in its Quarterly Report filed with the Securities and Exchange Commission on November 3, 2016 that there were 59,138,663 shares of Common Stock outstanding as of October 31, 2016.

 

(c)  The Reporting Persons did not engage in any transactions involving securities of the Issuer during the sixty day period prior to the filing of this Schedule, except as have been previously reported and except as follows:

Transaction	Date	No. Shares	Price Per Share
Open market sale	12/6/16	100,000	$9.4500
Open market sale	12/6/16	60,000	$9.4670(1)
Open market sale	12/7/16	2,800	$9.4500
Open ma rket sale	12/8/16	29,032	$9.4050(2)
Open market sale	12/9/16	1,000,000	$9.4500
Open market sale	12/9/16	20,103	$9.5000

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:        December 12, 2016

 

	HAYMAN CAPITAL MANAGEMENT, L.P.
	By: Hayman Investments, L.L.C.
	its General Partner
	By: /s/ Jeffrey Knowlton
	Jeffrey Knowlton
	Chief Financial Officer
	HAYMAN INVESTMENTS, L.L.C.
	By: /s/ Jeffrey Knowlton
	Jeffrey Knowlton
	Chief Financial Officer
	J. KYLE BASS
	/s/ J. Kyle Bass
	J. Kyle Bass, Individually