Preliminary Note
.
P
ursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “
Amendment No. 7
”) amends the Schedule 13D filed on November 12, 2013, as amended by Amendment No. 1 filed on November 26, 2014, Amendment No. 2 filed on March 13, 2015, Amendment No. 3 filed on August 18, 2015, Amendment No. 4 filed on March 11, 2016, Amendment No. 5 filed on November 14, 2016, and Amendment No. 6 filed on February 27, 2017 (collectively, the “
Schedule 13D
”). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings given them in the Schedule 13D
.
|
Item 4.
|
|
Purpose of Transaction.
|
I
tem 4 of the Schedule 13D is hereby amended and supplemented as follows:
Effective June 15, 2017, Essent Intermediate entered into a trading plan with its broker (“Broker”) in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934 (the “10b5-1 Plan”). Pursuant to the 10b5-1 Plan, Broker is authorized and directed to sell Shares on behalf of Essent Intermediate in accordance with the instructions set out in the 10b5-1 Plan, subject to the satisfaction of certain conditions and certain restrictions. Currently, any sales of Shares by Essent Intermediate are effected pursuant to the terms of the 10b5-1 Plan
.
|
Item 5.
|
|
Interest in Securities of the Issuer.
|
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a)
A
s of August 9
, 2017
, each of PBRA, Essent Intermediate, Advisors, PBRA, LLC and Mr. Newman may be deemed to beneficially own 5,953,072 shares of Common Stock, representing approximately 6.4% of the outstanding shares of Common Stock, and may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that any of the Reporting Persons constitute a person or a group
.
The foregoing beneficial ownership percentages are based on 93,423,101 shares of Common Stock outstanding as of August 1, 2017 according to the Company’s quarterly report on Form 10-Q, filed August 7, 2017.
(b)
Each of PBRA, Essent Intermediate, Advisors, PBRA, LLC and Mr. Newman shares the power to vote or to direct the vote and to dispose or to direct the disposition of the 5,953,072 shares of Common Stock described in Item 5(a) above.
(c)
During the past 60 days, the following transactions were effected by the Reporting Persons pursuant to the 10b5-1 Plan (as defined in Item 4 of this Amendment No. 7): (1) on July 7, 2017, Essent Intermediate sold 26,407 shares of Common Stock at a price of $39.12 per share; (2) on July 10, 2017, Essent Intermediate sold 45,827 shares of Common Stock at a price of $39.14 per share; (3) on July 17, 2017, Essent Intermediate sold 2,352 shares of Common Stock at a price of $39.00 per share; (4) July 18, 2017, Essent Intermediate sold an additional 35,277 shares of Common Stock at a price of $39.12 per share; (5) on July 19, 2017, Essent Intermediate sold 11,901 shares of Common Stock at a price of $39.12 per share; (6) on July 20, 2017, Essent Intermediate sold 24,850 shares of Common Stock at a price of $39.10 per share; (7) on July 25, 2017, Essent Intermediate sold 1,100 shares of Common Stock at a price of $39.01 per share; (8) on August 1, 2017, Essent Intermediate sold 32,570 shares of Common Stock at a price of $39.08 per share; (9) on August 2, 2017, Essent Intermediate sold 1,900 shares of Common Stock at a price of $39.05 per share; (10) on August 4, 2017, Essent Intermediate sold 118,904 shares of Common Stock at a price of $39.66 per share; (11) on August 7, 2017, Essent Intermediate sold 237,503 shares of Common Stock at a price of $40.61 per share; on August 8, 2017, Essent Intermediate sold 209,184 shares of Common Stock at a price of $39.78 per share, and on August 9, 2017, Essent Intermediate sold 36,922 shares of Common Stock at a price of $39.04 per share
.
(d)
Except as set forth in this Item 5 and for persons referred to in Item 2 of
Amendment No. 3 to the Schedule 13D
, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
(e)
Not applicable.
|
Item 7.
|
|
Material to be Filed as Exhibits.
|
|
|
Exhibit 1:
|
Joint Filing Agreement
|
|
|
Exhibit 2:
|
Power of Attorney (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by PRBA (Cayman) Company on March 13, 2015)
|
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.
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).