Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Leatherberry William J
  2. Issuer Name and Ticker or Trading Symbol
NMI Holdings, Inc. [NMIH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, General Counsel
(Last)
(First)
(Middle)
C/O NMI HOLDINGS, INC., 2100 POWELL ST.
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2019
(Street)

EMERYVILLE, CA 94608
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Shares, $0.01 par value per share 03/12/2019   M   25,200 A $ 8.5 181,055 D  
Class A Common Shares, $0.01 par value per share 03/12/2019   M   33,850 A $ 9.45 214,905 D  
Class A Common Shares, $0.01 par value per share 03/12/2019   S   39,897 D $ 25.9792 (1) 175,008 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 8.5 03/12/2019   M     25,200   (3) 02/12/2025 Class A Common Shares, $0.01 par value per share 25,200 $ 0 25,000 D  
Stock Option (right to buy) $ 9.45 03/12/2019   M     33,850   (4) 09/10/2024 Class A Common Shares, $0.01 par value per share 0 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Leatherberry William J
C/O NMI HOLDINGS, INC.
2100 POWELL ST.
EMERYVILLE, CA 94608
      EVP, General Counsel  

Signatures

 /s/ Nicole C. Sanchez as Attorney-in-Fact   03/14/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The common stock was sold by the reporting person in a series of open market transactions on the transaction date, at a volume weighted average sales price of $25.9792. The range of sale prices on the transaction date was $25.68 to $26.15. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
(2) Represents 125,404 class A common shares and 49,604 unvested restricted stock units.
(3) The option vested in full on February 12, 2018.
(4) The option vested in full on September 10, 2017.

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