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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO. 629209305
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Page 2 of 10 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
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4,612,000
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
4,612,000
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 629209305
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Page 3 of 10 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
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4,612,000
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
4,612,000
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 629209305
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Page 4 of 10 Pages
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Item 1(a).
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Name of Issuer:
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NMI Holdings, Inc. (the "Issuer").
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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2100 Powell Street
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Emeryville, CA 94608
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Item 2(a).
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Name of Person Filing
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This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
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i)
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Perry Corp.; and
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ii)
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Richard C. Perry, in his capacities as the President and sole stockholder of Perry Corp. ("Mr. Perry”).
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This statement relates to Shares (as defined herein) held for the accounts of two or more private investment funds for which Perry Corp. acts as general partner and/or managing member of the general partner and/or investment adviser.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 767 Fifth Avenue, New York, New York 10153.
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Item 2(c).
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Citizenship:
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i)
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Perry Corp. is a New York corporation; and
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ii)
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Mr. Perry is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock par value $0.01 per share (the “Shares”).
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Item 2(e).
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CUSIP Number:
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629209305
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CUSIP NO. 629209305
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Page 5 of 10 Pages
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(e) Perry Corp. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
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(g) Mr. Perry is a control person of Perry Corp.
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
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As of the Date of Event and as of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 4,612,000 Shares, which is reflected on the cover page to this Schedule 13G.
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Item 4(b).
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Percent of Class:
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As of December 1, 2013, the number of Shares outstanding was 58,052,480 according to the Issuer’s Quarterly Report on Form 10-Q filed on December 17, 2013. As of the Date of Event and as of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 7.94% of the total number of Shares outstanding.
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Item 4(c).
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Number of shares as to which such person has:
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Perry Corp.
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(i)
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Sole power to vote or direct the vote
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4,612,000
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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4,612,000
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Mr. Perry
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(i)
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Sole power to vote or direct the vote
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4,612,000
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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4,612,000
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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CUSIP NO. 629209305
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Page 6 of 10 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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The limited partners of (or investors in) each of two or more private investment funds for which Perry Corp., and/or its affiliates, acts as general partner and/or managing member of the general partner and/or investment adviser, have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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i) Perry Corp. is the relevant entity for which Mr. Perry may be considered a control person.
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ii) Perry Corp. is an investment adviser registered under the Investment Advisers Act of 1940.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such purpose or effect.
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CUSIP NO. 629209305
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Page 7 of 10 Pages
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Date: February 13, 2014
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PERRY CORP.
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By: Richard C. Perry, President
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By: /s/ Michael C. Neus*
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Michael C. Neus
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Attorney-in-Fact
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Date: February 13, 2014
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RICHARD C. PERRY
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By: /s/ Michael C. Neus*
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Michael C. Neus
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Attorney-in-Fact
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*By Michael C. Neus, attorney-in-fact
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CUSIP NO. 629209305
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Page 8 of 10 Pages
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A.
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Joint Filing Agreement, dated as of February 13, 2014, by and among the Reporting Persons
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9
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B.
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Power of Attorney, dated June 21, 2005
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10
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CUSIP NO. 629209305
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Page 9 of 10 Pages
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Date: February 13, 2014
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PERRY CORP.
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By: Richard C. Perry, President
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By: /s/ Michael C. Neus*
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Michael C. Neus
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Attorney-in-Fact
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Date: February 13, 2014
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RICHARD C. PERRY
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By: /s/ Michael C. Neus*
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Michael C. Neus
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Attorney-in-Fact
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*By Michael C. Neus, attorney-in-fact
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CUSIP NO. 629209305
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Page 10 of 10 Pages
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