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


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


Essent Group Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G3198U102
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
Rule 13d-1(b)
 
Rule 13d-1(c)
 
Rule 13d-1(d)
 
*
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 the disclosures provided in a prior cover page.
The information required in 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 (the “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.)
 

 
 
 
 
 
 

 

 
 

 
 
 
 
 
 
CUSIP No. G3198U102
 
             
1.
 
NAMES OF REPORTING PERSONS
 
RenaissanceRe Ventures Ltd.
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
98-0441551
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
 
 
3.
 
SEC USE ONLY
 
 
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
5.
 
SOLE VOTING POWER
 
0
 
 
 
6.
 
SHARED VOTING POWER
 
4,666,374
 
 
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
 
 
8.
 
SHARED DISPOSITIVE POWER
 
4,666,374
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,666,374
 
 
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.04%*
 
 
12.
 
TYPE OF REPORTING PERSON
 
CO
 
 
 
*
Calculated based on 92,524,092 common shares outstanding immediately following the consummation of the issuer’s public offering of common shares on November 25, 2014, according to the prospectus filed by the issuer with the SEC on November 20, 2014 pursuant to Rule 424(b) of the Securities Act.
 
 
 
 
 
 

 

 
CUSIP No. G3198U102
 
             
1.
 
NAMES OF REPORTING PERSONS
 
Renaissance Other Investments Holdings II Ltd.
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
98-0599008
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
 
3.
 
SEC USE ONLY
 
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
5.
 
SOLE VOTING POWER
 
0
 
 
6.
 
SHARED VOTING POWER
 
4,666,374
 
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
 
8.
 
SHARED DISPOSITIVE POWER
 
4,666,374
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,666,374
 
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.04%*
 
12.
 
TYPE OF REPORTING PERSON
 
CO
 
 
*
Calculated based on 92,524,092 common shares outstanding immediately following the consummation of the issuer’s public offering of common shares on November 25, 2014, according to the prospectus filed by the issuer with the SEC on November 20, 2014 pursuant to Rule 424(b) of the Securities Act.
 
 
 
 
 

 

 
CUSIP No. G3198U102
 
             
1.
 
NAMES OF REPORTING PERSONS
 
RenaissanceRe Holdings Ltd.
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
98-0141974
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
 
3.
 
SEC USE ONLY
 
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
5.
 
SOLE VOTING POWER
 
0
 
 
6.
 
SHARED VOTING POWER
 
4,666,374
 
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
 
8.
 
SHARED DISPOSITIVE POWER
 
4,666,374
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,666,374
 
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.04%*
 
12.
 
TYPE OF REPORTING PERSON
 
CO
 
 
*
Calculated based on 92,524,092 common shares outstanding immediately following the consummation of the issuer’s public offering of common shares on November 25, 2014, according to the prospectus filed by the issuer with the SEC on November 20, 2014 pursuant to Rule 424(b) of the Securities Act.

 
 
 
 
 

 
Item 1.
 
 
(a)
Name of Issuer  
   
Essent Group Ltd.

  
(b)
Address of Issuer’s Principal Executive Offices  
   
Clarendon House
2 Church Street
Hamilton, Bermuda HM 11
     
     
 Item 2.
 
 
(a)
Name of Person Filing  
   
This schedule is filed on behalf of RenaissanceRe Ventures Ltd. (“RenaissanceRe Ventures”), a Bermuda exempted company and wholly owned subsidiary of Renaissance Other Investments Holdings II Ltd. (“ROIHL II”), a Bermuda exempted company. ROIHL II is a wholly owned subsidiary of RenaissanceRe Holdings Ltd. (“RenaissanceRe Holdings”), a Bermuda exempted company.
. 
 
(b)
Address of Principal Business Office or, if None, Residence  
   
Each of RenaissanceRe Ventures, ROIHL II and RenaissanceRe Holdings have a principal business address of:
 
Renaissance House
12 Crow Lane
Pembroke HM19
Bermuda
 
 
 
(c)
Citizenship  
   
Each of RenaissanceRe Ventures, ROIHL II and RenaissanceRe Holdings are Bermuda exempted companies.
 
 
(d)
Title of Class of Securities  
   
Common Stock
 
 
(e)
CUSIP Number  
   
G3198U102

 
 
 
 

 

 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
             
 
 
(a)
 
 
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
 
 
(b)
 
 
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
 
(c)
 
 
Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
 
(d)
 
 
Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
 
(e)
 
 
An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
       
 
 
(f)
 
 
An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
       
 
 
(g)
 
 
A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);
       
 
 
(h)
 
 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
 
(i)
 
 
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
 
(j)
 
 
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).
     
 
 
 
 
If this statement is filed pursuant to Rule 13d-1(c), check this box
 
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned:
     
   
RenaissanceRe Ventures, ROIHL II and RenaissanceRe Holdings each may be deemed to beneficially own 4,666,374 shares of the Common Stock of the Issuer.
 
 
(b)
Percent of Class:
     
   
5.04%*
 
*
Calculated based on 92,524,092 common shares outstanding immediately following the consummation of the issuer’s public offering of common shares on November 25, 2014, according to the prospectus filed by the issuer with the SEC on November 20, 2014 pursuant to Rule 424(b) of the Securities Act.
 
 
 
 

 
 
 
(c)
 
Number of shares as to which such person has:
 
         
         
 
(i)
 
sole power to vote or to direct the vote
0
         
 
(ii)
 
shared power to vote or to direct the vote
4,666,374
         
 
(iii)
 
sole power to dispose or to direct the disposition of
0
         
 
(iv)
 
shared power to dispose or to direct the disposition of
4,666,374 
 
Item 5.
Ownership of Five Percent or Less of Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
 
See attached Exhibit A.
 
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable.
 
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 

 
 
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.
 
       
 
By:
 
RenaissanceRe Ventures Ltd.
     
 
By:
 
/s/ Stephen H. Weinstein                                  
 
 
Name:
 
Stephen H. Weinstein
 
Title:
 
Senior Vice President, General Counsel and Secretary
 
Date:
 
February 17, 2015
     
 
By:
 
Renaissance Other Investments Holdings II Ltd.
     
 
By:
 
/s/ Stephen H. Weinstein                                  
 
 
Name:
 
Stephen H. Weinstein
 
Title:
 
Senior Vice President, General Counsel and Secretary
 
Date:
 
February 17, 2015
       
 
By:
 
RenaissanceRe Holdings Ltd.
     
 
By:
 
/s/ Stephen H. Weinstein                                  
 
 
Name:
 
Stephen H. Weinstein
 
Title:
 
Senior Vice President, General Counsel and Secretary
 
Date:
 
February 17, 2015
 
 
 

 

 
EXHIBIT A
Item 7 Information
The securities being reported on by RenaissanceRe Holdings Ltd., a Bermuda exempted company, as parent holding company, are owned, or may be deemed to be beneficially owned, by RenaissanceRe Ventures Ltd., a Bermuda exempted company and a wholly owned subsidiary of Renaissance Other Investments Holdings II Ltd., a Bermuda exempted company and wholly owned subsidiary of RenaissanceRe Holdings Ltd.