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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1. Name and Address of Reporting Person * Merkle Claudia 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, Chief Operating Officer (Last) (First) (Middle) C/O NMI HOLDINGS, INC., 2100 POWELL STREET, 12TH FL. 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2017 (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 02/10/2017   F   15,342 (1) D $ 0 119,624 D   Class A Common Shares, $0.01 par value per share 02/12/2017   F   1,428 (2) D $ 0 118,196 D   Class A Common Shares, $0.01 par value per share 02/12/2017   M   3,168 (3) A $ 0 121,364 D   Class A Common Shares, $0.01 par value per share 02/12/2017   F   1,508 (4) D $ 0 119,856 (5) 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

Restricted Stock Unit (right to receive)

$ 0

02/10/2017

M

3,168

(3)

(3)

Class A Common Shares, $0.01 par value per share

3,168

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Merkle Claudia J C/O NMI HOLDINGS, INC. 2100 POWELL STREET, 12TH FL. EMERYVILLE, CA 94608			EVP, Chief Operating Officer

Signatures

/s/ Nicole C. Sanchez as Attorney-in-Fact		02/14/2017
**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)	Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 10, 2016 at a net settlement price equal to the closing stock price on February 10, 2017. Such restricted stock units vest in three equal annual installments beginning on February 10, 2017.
(2)	Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 12, 2015 at a net settlement price equal to the closing stock price on February 10, 2017. Such restricted stock units vest in three equal annual installments beginning on February 12, 2016.
(3)	Granted pursuant to the NMIH 2012 Stock Incentive Plan on February 12, 2014. The shares underlying these restricted stock units vest in three equal annual installments beginning on February 12, 2015.
(4)	Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 12, 2014 at a net settlement price equal to the closing stock price on February 10, 2017.
(5)	Represents 27,970 class A common shares and 91,886 unvested restricted stock units.

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