Edgar Filing: RADIAN GROUP INC

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 ^*

HALL J FRANKLIN

2. Issuer Name and Ticker or Trading Symbol
RADIAN GROUP INC [RDN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP - Chief Financial Officer

(Last)

(First)

(Middle)

C/O RADIAN GROUP INC., 1601 MARKET ST

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2017

(Street)

PHILADELPHIA, PA 19103

4. If Amendment, Date Original Filed(Month/Day/Year)
05/12/2017

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units -Performance Award (TSR Metric) ⁽²⁾ ⁽³⁾

$ 0

05/10/2017

10,390 ⁽²⁾ ⁽³⁾

05/10/2020⁽³⁾

⁽⁵⁾

Common Stock

10,390 ⁽²⁾ ⁽³⁾

⁽⁵⁾

10,390 ⁽²⁾ ⁽³⁾

Restricted Stock Units -Performance Award (BV Metric) ⁽¹⁾ ⁽²⁾ ⁽⁴⁾

$ 0

05/10/2017

11,230 ⁽²⁾ ⁽⁴⁾

05/10/2020⁽⁴⁾

⁽⁵⁾

Common Stock

11,230 ⁽²⁾ ⁽⁴⁾

⁽⁵⁾

11,230 ⁽²⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HALL J FRANKLIN C/O RADIAN GROUP INC. 1601 MARKET ST PHILADELPHIA, PA 19103			EVP - Chief Financial Officer

Signatures

Edward J. Hoffman, /s/ Edward J. Hoffman (POA) Atty-in-fact		05/15/2017
^**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)	Amendment to the Form 4 filed 5/12/17 is due to an error Footnote #3 and 4, and updated herein.
(2)	Each Performance Based RSU represents a contingent right to receive one share of Radian Group Inc. common stock. The number of reported Performance Based RSUs represents the target award, with grantees having the potential to earn a number of shares up to 200% of the target award. Performance Based RSUs have no voting or dividend rights.
(3)	Vesting of the Performance Based RSUs (TSR Metric) occurs on the third anniversary of the grant date, with payouts generally subject to a one year holding period after vesting. The award (representing between 0 and 20,780 shares) will vest based on the relative performance of Radian's total stockholder return against a designated peer group.
(4)	Vesting of the Performance Based RSUs (BV Metric) occurs on the third anniversary of the grant date, with payouts generally subject to a one year holding period after vesting. The award (representing between 0 and 22,460 shares) will vest based on Radian's cumulative growth in "LTI Book Value" per share (as defined in the grant document).
(5)	Not Applicable.

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