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 *
SHUSTER BRADLEY M
   2. Issuer Name and Ticker or Trading Symbol
NMI Holdings, Inc. [NMIH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
C/O NMI HOLDINGS, INC., 2100 POWELL STREET 12TH FL.		 3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019
(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 02/19/2019   M   150,000 A $ 10 728,795 D  
Class A Common Shares, $0.01 par value per share 02/19/2019   F   61,577 D $ 24.36 667,218 D  
Class A Common Shares, $0.01 par value per share 02/20/2019   S(1)   46,614 D $ 24.7109 (2) 620,604 D  
Class A Common Shares, $0.01 par value per share 02/21/2019   S(1)   41,809 D $ 24.7866 (3) 578,795 (4) D  
Class A Common Shares, $0.01 par value per share               160,773 I By Shuster Family Trust, of which Mr. Shuster and his wife are co-trustees and beneficiaries

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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) $ 10 02/19/2019   M     150,000   (5) 04/24/2022 Class A Common Shares, $0.01 par value per share 150,000 $ 0 457,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHUSTER BRADLEY M
C/O NMI HOLDINGS, INC.
2100 POWELL STREET 12TH FL.
EMERYVILLE, CA 94608		   X     Executive Chairman  

Signatures

 /s/ Nicole C. Sanchez as Attorney-in-Fact   02/21/2019
**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) As part of Mr. Shuster's personal investment and financial planning needs, including individual asset diversification, Mr. Shuster sold a total of 88,423 shares of NMI Holdings, Inc. He completed these sales over the past two days.
(2) The common stock referred to in Footnote 1 was sold by the reporting person in a series of open market transactions on the transaction date at a weighted average sale price of $24.7109. The range of sale prices on the transaction date was $24.69 to $24.72. 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.
(3) The common stock referred to in Footnote 1 was sold by the reporting person in a series of open market transactions on the transaction date at a weighted average sale price of $24.7866. The range of sale prices on the transaction date was $24.62 to $24.885. 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.
(4) Represents 514,652 class A common shares and 64,143 unvested restricted stock units.
(5) The option vested in full on April 24, 2015.

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