(a)
As of September 27, 2017, each of PBRA, Essent Intermediate, Advisors, PBRA, LLC and Mr. Newman may be deemed to beneficially own 4,810,385 shares of Common Stock, representing approximately 4.9% 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.
(c)
T
he following transactions were effected since the most recent filing of this Schedule 13D by the Reporting Persons pursuant to the 10b5-1 Plan (as defined in Item 4 of Amendment No. 7 to the Schedule 13D):
(1) on August 14, 2017, Essent Intermediate sold 41,979 shares of Common Stock at a price of $39.06 per share; (2) on August 15, 2017, Essent Intermediate sold 13,351 shares of Common Stock at a price of $39.05 per share; (3) on August 16, 2017, Essent Intermediate sold 27,332 shares of Common Stock at a price of $39.13 per share; (4) on August 17, 2017, Essent Intermediate sold an additional 7,293 shares of Common Stock at a price of $39.08 per share; (5) on August 23, 2017, Essent Intermediate sold 211,093 shares of Common Stock at a price of $39.71 per share; (6) on August 24, 2017, Essent Intermediate sold 41,315 shares of Common Stock at a price of $39.26 per share; (7) on August 25, 2017, Essent Intermediate sold 8,550 shares of Common Stock at a price of $39.13 per share; (8) on August 31, 2017, Essent Intermediate sold 58,222 shares of Common Stock at a price of $39.14 per share; (9) on September 1, 2017, Essent Intermediate sold 18,722 shares of Common Stock at a price of $39.02 per share; (10) on September 13, 2017, Essent Intermediate sold 9,674 shares of Common Stock at a price of $39.01 per share; (11) on September 14, 2017, Essent Intermediate sold 89,298 shares of Common Stock at a price of $39.11 per share; (12) on September 15, 2017, Essent Intermediate sold 24,369 shares of Common Stock at a price of $39.00 per share; (13) on September 18, 2017, Essent Intermediate sold 80,185 shares of Common Stock at a price of $39.52 per share; (14) on September 19, 2017, Essent Intermediate sold 74,449 shares of Common Stock at a price of $39.69 per share; (15) on September 20, 2017, Essent Intermediate sold 68,914 shares of Common Stock at a price of $39.57 per share; (16) on September 21, 2017, Essent Intermediate sold 61,692 shares of Common Stock at a price of $39.51 per share; (17) on September 22, 2017, Essent Intermediate sold 59,776 shares of Common Stock at a price of $39.59 per share; (18) on September 25, 2017, Essent Intermediate sold 5,596 shares of Common Stock at a price of $39.13 per share; (18) on September 26, 2017, Essent Intermediate sold 123,730 shares of Common Stock at a price of $39.65 per share; and on September 27, 2017, Essent Intermediate sold 117,147 shares of Common Stock at a price of $40.17 per share.