sch13da.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
OMB Number:3235-0145
Estimated average burden
hours per response… 10.4

 
 
SCHEDULE 13D
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. 1)*
  

 
NMI HOLDINGS, INC.
(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

 
629209305
  
(CUSIP Number)

Christopher E. Kirkpatrick, Esq.
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

August 5, 2015
(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
7,371,500 shares of Common Stock
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
7,371,500 shares of Common Stock

 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
7,371,500 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)
12.5%
 
 
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
7,371,500 shares of Common Stock
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
7,371,500 shares of Common Stock

 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
7,371,500 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)
12.5%
 
 
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
7,371,500 shares of Common Stock
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
7,371,500 shares of Common Stock

 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
7,371,500 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)
12.5%
 
 
14
 
Type of Reporting Person (See Instructions)
HC, IN

 

 
 
 


 
1
 
Names of Reporting Persons.
 
John Brandon Osmon
 
 
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
62,175
 
8           Shared Voting Power
0
 
9            Sole Dispositive Power
62,175
 
10           Shared Dispositive Power
0

 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
62,175
 
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
 
13
 
Percent of Class Represented by Amount in Row (11)
0.1%
 
 
14
 
Type of Reporting Person (See Instructions)
IN
 

 

 
 
 
SCHEDULE 13D

 
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 1 (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” and, together with this Amendment, the “Schedule 13D”).
 
This Amendment relates to shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”) of NMI Holdings, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used in this Amendment but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.
 
Item 3.
Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby supplemented as follows by adding the following paragraph at the end of Item 3:

“1,875,000 additional shares of Common Stock were acquired by HCMF in open market transactions occurring between August 5, 2015 and August 7, 2015, for an aggregate of approximately $15,607,757 and were purchased using working capital of HCMF.  In addition, since the date of the Original Schedule 13D, for service as a director the Issuer Mr. Osmon has received Mr. Osmon stock options, restricted stock units and phantom stock, all of which were subject to vesting schedules and were granted pursuant to equity incentive plans adopted by the Issuer, as previously reported by Mr. Osmon.  62,175 shares have vested or will vest within 60 days and are reported herein as beneficially owned by Mr. Osmon.”
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 August 5, 2015 that there were 58,740,100 shares of Common Stock outstanding as of July 31, 2015.
 
(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 follows:

Transaction
 
Date
 
No. Shares
 
Price Per Share
 
Open market purchase
08/05/15
1,500,000
$8.25
Open market purchase
08/06/15
365,000
$8.61251
Open market purchase
08/07/15
10,000
$8.76672

1 Reflects the weighted average price of shares purchased in multiple transactions at prices ranging from $8.25 to $8.75.
2 Reflects the weighted average price of shares purchased in multiple transactions at prices ranging from $8.72 to $9.21.

The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
(d)  Other than Common Stock received by Mr. Osmon under the Issuer’s equity incentive plans, all shares of the Common Stock reported herein are held for the account of HCMF.
 
In addition, pursuant to an arrangement between Mr. Osmon and Hayman Capital Management, any economic benefit that Mr. Osmon derives from securities of the Issuer that he receives in connection with his service as a director of the Issuer (net of taxes, brokerage and other expenses associated with the acquisition, disposition or holding thereof) shall inure to the benefit of HCMF.
 
(e)  Not applicable.

 
 
 

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:          August 7, 2015
 
 
HAYMAN CAPITAL MANAGEMENT, L.P.
   
 
By: Hayman Investments, L.L.C.
 
its General Partner
   
 
By: /s/ Christopher E. Kirkpatrick
 
Christopher E. Kirkpatrick
 
General Counsel
   
   
 
HAYMAN INVESTMENTS, L.L.C.
   
 
By: /s/ Christopher E. Kirkpatrick
 
Christopher E. Kirkpatrick
 
General Counsel
   
   
 
J. KYLE BASS
   
 
/s/ J. Kyle Bass
 
J. Kyle Bass, Individually
   
   
 
JOHN BRANDON OSMON
   
 
/s/ John Brandon Osmon
 
John Brandon Osmon, Individually
   
 
                                                                     

 
 
 

Exhibit                      Description of Exhibit
 
99.1
 
Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to the Schedule 13D relating to the Common Stock of the Issuer filed November 18, 2015, by the Reporting Persons with the SEC)