SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)


Under the Securities Exchange Act of 1934*


MBIA Inc.
___________________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $1.00 per share
___________________________________________________________________________________________
(Title of Class of Securities)
55262C100
___________________________________________________________________________________________
(CUSIP Number)
ROBERT B. KNAUSS, ESQ.
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
 (212) 878-0600
(Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)
Copy to:
IGOR KIRMAN, ESQ.
VICTOR GOLDFELD, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
 (212) 403-1000
February 6, 2015
(Date of Event which Requires Filing of this Statement)
___________________________________________________________________________________________

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  o.
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
1
NAMES OF REPORTING PERSONS.
Warburg Pincus Private Equity X, L.P.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
26-0849130
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
PN

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by Warburg Pincus Private Equity X, L.P. ("WP X") that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, Inc. ("MBIA"), as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.


1
NAMES OF REPORTING PERSONS.
Warburg Pincus X, L.P.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
26-0403670
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.


1
NAMES OF REPORTING PERSONS.
Warburg Pincus X GP L.P.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
26-0403605
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.


1
NAMES OF REPORTING PERSONS.
WPP GP LLC
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
47-2029791
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
OO
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.




1
NAMES OF REPORTING PERSONS.
Warburg Pincus Partners, L.P.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-4069737
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.



1
NAMES OF REPORTING PERSONS.
Warburg Pincus Partners GP LLC
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
47-1971658
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
OO
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.





1
NAMES OF REPORTING PERSONS.
Warburg Pincus & Co.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-6358475
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.


1
NAMES OF REPORTING PERSONS.
Warburg Pincus LLC
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-3536050
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
OO
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.


1
NAMES OF REPORTING PERSONS.
Charles R. Kaye
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
IN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.


1
NAMES OF REPORTING PERSONS.
Joseph P. Landy
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
 
(b)
x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS* (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
□
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
47,533,294†§
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
47,533,294†§
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,533,294†§
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
□
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%†§*
14
TYPE OF REPORTING PERSON*
IN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 1,910,417 shares of Common Stock of MBIA, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 193,197,265 shares of Common Stock of MBIA outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock of MBIA for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.


This Amendment No. 7 (this "Amendment") further amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on February 8, 2008 and as amended by Amendment No. 1 on February 14, 2008, by Amendment No. 2 on March 9, 2009, by Amendment No. 3 on March 13, 2009, by Amendment No. 4 on December 10, 2009, by Amendment No. 5 on August 8, 2013 and by Amendment No. 6 on February 2, 2015 (as amended, this "Schedule 13D") and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership and its affiliated partnership ("WP X"), Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of WP X, Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP") and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company ("WPP GP") and the general partner of WP X GP, Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners") and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC") and the general partner of WP Partners, Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WPP GP LLC, Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X, and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC (each of the foregoing, a "Warburg Pincus Reporting Person" and collectively, the "Warburg Pincus Reporting Persons").  Messrs. Kaye and Landy may be deemed to control WP X, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC.  This Amendment relates to the common stock, par value $1.00 per share (the "Common Stock"), of MBIA Inc., a Connecticut corporation ("MBIA").  Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D.     
 
 Item 4.
Purpose of the Transaction
On February 6, 2015, the B2-Warrant 1 and B2-Warrant 2 expired. The revised securities ownership amounts set forth herein reflect the expiration of such warrants to purchase 4,004,945 shares owned by WP X.
 
 Item 5.
Interest in Securities of the Issuer
Items 5(a) and 5(b) are hereby amended by replacing them in their entirety with the following:
(a)            WP X (i) is the beneficial owner of 45,622,877 shares of Common Stock of MBIA (over which it exercises both voting and investment power) and (ii) is the beneficial owner of the New Warrant, which is exercisable for a total of 1,910,417 shares of Common Stock, collectively representing approximately 24.4% of the outstanding shares of Common Stock of MBIA (percentages in this Item 5 are based on the 193,197,265 shares of MBIA Common Stock outstanding as of October 30, 2014, based on information included in MBIA's Form 10-Q (for the quarterly period ended September 30, 2014), plus the 1,910,417 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above).
Due to their respective relationships with WP X and each other, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 47,533,294 shares of Common Stock.  Each of WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the shares of Common Stock and the warrants in which WP X has beneficial ownership, except to the extent of any indirect pecuniary interest therein.  Except as described in this Item 5(a), no person listed in Item 2 of this Statement is a beneficial owner of the Common Stock or the warrants in which WP X has beneficial ownership.
(b)            See Item 5(a) above. 


SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:  February 9, 2015
 
 
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
 
 
 
 By: Warburg Pincus X, L.P., its general partner
 
 
 
By: Warburg Pincus X GP L.P., its general partner
 
 
 
 By: WPP GP LLC, its general partner
 
 
 
 By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 By: Warburg Pincus & Co., its managing member
 
 
 
 By: /s/ Robert B. Knauss                                        
 
 
 Name: Robert B. Knauss
 
 
Title: Partner
 
 
 
 
 WARBURG PINCUS X, L.P.
 
 
 
 By: Warburg Pincus X GP L.P., its general partner
 
 
 
 By: WPP GP LLC, its general partner
 
 
 
 By: Warburg Pincus Partners, L.P., its managing member
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 
 
 By: Warburg Pincus & Co., its managing member
 
 
 
By: /s/ Robert B. Knauss                                           
Name: Robert B. Knauss
Title: Partner
 
 
 
 
 
 
 WARBURG PINCUS X GP L.P.
 
 
 
By: WPP GP LLC, its general partner
 
 
 
 By: Warburg Pincus Partners, L.P., its managing member
 
 
 
 By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 By: Warburg Pincus & Co., its managing member
 
 
 
 By: /s/ Robert B. Knauss                                             
 
 
 Name: Robert B. Knauss
 
 
 Title: Partner
 
 
 
 
 WPP GP LLC
 
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
 By: Warburg Pincus & Co., its managing member
 
 
 
 By: /s/ Robert B. Knauss                                              
 
 
Name: Robert B. Knauss
 
 
 Title: Partner
 
 
 
 
 
 
 WARBURG PINCUS PARTNERS, L.P.
 
 
 
 By: Warburg Pincus Partners GP LLC, its general partner
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
By: /s/ Robert B. Knauss                                               
 
 
 Name: Robert B. Knauss
 
 
Title: Partner
 
 
 
 
 
 
 
 
WARBURG PINCUS PARTNERS GP LLC
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
 
 
 
 By: /s/ Robert B. Knauss                                               
 
 
 Name: Robert B. Knauss
 
 
Title: Partner
 
 
 
 
 
 
 
 
 
 WARBURG PINCUS & CO.
 
 
 
 
 
 By: /s/ Robert B. Knauss                                                 
 
 
Name: Robert B. Knauss
 
 
 Title: Partner
 
 
 
 
 
 
 WARBURG PINCUS LLC
 
 
 
 
 
 By: /s/ Robert B. Knauss                                               
 
 
 Name: Robert B. Knauss
 
 
Title: Managing Director
 
 
 
 
 CHARLES R. KAYE
 
 
 
 
 
 By: /s/ Robert B. Knauss                                                
 
 
Name: Robert B. Knauss
 
 
 Title: Attorney-in-Fact*
 
 
 
 
 JOSEPH P. LANDY
 
 
 
 
 
 By: /s/ Robert B. Knauss                                                
 
 
Name: Robert B. Knauss
 
 
 Title: Attorney-in-Fact*
              

          

              
                            
              
* Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the United States Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001)



 
INDEX OF EXHIBITS


Exhibit
Name
1
Joint Filing Agreement, dated as of February 2, 2015, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X, L.P., Warburg Pincus X GP L.P., WPP GP LLC, Warburg Pincus Partners, L.P., Warburg Pincus Partners GP LLC, Warburg Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy.**
 
2
Amended and Restated Investment Agreement, dated as of February 6, 2008, by and between MBIA Inc. and Warburg Pincus Private Equity X, L.P. (incorporated by reference to Exhibit 10.1 to MBIA Inc.'s Current Report on Form 8-K, filed on February 7, 2008).
 
3
Form of Certificate of Amendment (incorporated by reference to Exhibit D of Exhibit 10.1 to MBIA Inc.'s Current Report on Form 8-K, filed on February 7, 2008).
 
4
Letter Agreement, dated as of February 13, 2008, by and between MBIA Inc. and Warburg Pincus Private Equity X, L.P.**
 
5
Investment and Settlement Agreement and Waiver and Release, dated as of August 5, 2013, by and between Warburg Pincus Private Equity X, L.P., MBIA Inc. and, solely for purposes of Section 1.3 thereof, Warburg Pincus X Partners, L.P.**
 
6
Warrant, dated as of August 5, 2013, to purchase 1,910,417 Shares of Common Stock of MBIA Inc. (incorporated by reference to Exhibit 4.2 to MBIA Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed on August 7, 2013).
 

**Previously filed.