FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Mathis Patrick L 2. Date of Event Requiring Statement (Month/Day/Year) 12/28/2018 3. Issuer Name and Ticker or Trading Symbol NMI Holdings, Inc. [NMIH] (Last) (First) (Middle) C/O NMI HOLDINGS, INC., 2100 POWELL STREET, 12TH FL. 4. 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 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) EMERYVILLE, CA 94608 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Restricted Stock Unit (right to receive) 18,828 (1) D   Restricted Stock Unit (right to receive) 11,832 (2) D   Restricted Stock Unit (right to receive) 23,011 (3) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	  (4)	02/12/2025	Class A Common Shares, $0.01 par value per share	20,700	$ 8.5	D	Â
Stock Option (right to buy)	  (5)	02/09/2027	Class A Common Shares, $0.01 par value per share	50,127	$ 11.1	D	Â
Stock Option (right to buy)	  (6)	02/07/2028	Class A Common Shares, $0.01 par value per share	21,965	$ 18.7	D	Â

Reporting Owners

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

Signatures

/s/ Nicole C. Sanchez as Attorney-in-Fact		01/04/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 restricted stock units granted pursuant to the NMI Holdings,Inc. 2014 Omnibus Incentive Plan, as amended. The remaining shares underlying these restricted stock units vest on the third anniversary of the date of grant, which grant occurred on February 10, 2016.
(2)	Represents restricted stock units granted pursuant to the NMI Holdings,Inc. 2014 Omnibus Incentive Plan, as amended. The remaining shares underlying these restricted stock units vest in equal annual installments on the second and third anniversaries of the date of grant, which grant occurred on February 9, 2017.
(3)	Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan. The shares underlying these restricted stock units vest in equal annual installments on each of the first, second and third anniversaries of the date of grant, which grant occurred on February 7, 2018.
(4)	Granted pursuant to the NMI Holdings, Inc. 2014 Omnibus Incentive Plan, as amended. The stock option award is fully vested and exercisable.
(5)	Granted pursuant to the NMIH 2012 Stock Incentive Plan. The option vests in three equal annual installments on the first, second and third anniversaries of the date of grant, which grant occurred on February 9, 2017. The first installment of this grant is fully vested and exercisable.
(6)	Granted pursuant to the NMIH 2012 Stock Incentive Plan. The option vests in three equal annual installments on the first, second and third anniversaries of the date of grant, which grant occurred on February 7, 2018.

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