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Form 4 RADIAN GROUP INC For: May 13 Filed by: Quigley Robert

May 17, 2022 4:46 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Quigley Robert

(Last) (First) (Middle)
RADIAN GROUP INC.
550 E SWEDESFORD ROAD, #350

(Street)
WAYNE PA 19087

(City) (State) (Zip)
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)
Sr. Vice President, Controller
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022
4. If Amendment, Date of 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
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
Common Stock 05/13/2022   M   1,383 (1) A $ 0 (9) 27,104 (2) D  
Common Stock 05/15/2022   M   2,022 (3) A $ 0 (9) 29,126 D  
Common Stock 05/15/2022   M   1,132 (4) A $ 0 (9) 30,258 D  
Common Stock 05/15/2022   M   423 (5) A $ 0 (9) 30,681 D  
Common Stock 05/15/2022   F   2,405 (6) D $ 21.19 28,276 D  
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 Securities Underlying Derivative Security (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: 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 Units - Time-based Award $ 0 (9) 05/13/2022   M     1,383 (1) 05/13/2022   (10) Common Stock 1,383 (1) (10) 38,560 D  
Restricted Stock Units - Time-based Award $ 0 (9) 05/15/2022   M     2,022 (3) 05/15/2022   (10) Common Stock 2,022 (3) (10) 56,481 D  
Restricted Stock Units - Time-based Award $ 0 (9) 05/15/2022   M     1,132 (4) 05/15/2022   (10) Common Stock 1,132 (4) (10) 0 D  
Restricted Stock Units - Performance Award $ 0 (9) 05/15/2022   F     423 (5) 05/15/2022 (7)   (10) Common Stock 423 (5) (10) 10,044 (8) D  
Explanation of Responses:
1. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 13, 2020.
2. Includes an aggregate 369 shares of common stock acquired through the Radian Group Inc. Employee Stock Purchase Plan on June 30, 2021 and December 31, 2021.
3. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 12, 2021.
4. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 15, 2019.
5. Represents the shares netted for taxes from the vesting of the performance-based RSU award granted May 15, 2019, which are subject to a one-year post vest holding period.
6. Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon the distribution of the time-based RSUs granted on each of May 15, 2019, May 13, 2020 and May 12, 2021, as well as shares withheld by the Company to satisfy the tax liability incurred upon the vesting of 10,044 performance-based RSUs granted May 15, 2019, net of which remain subject to a one year post-vest hold.
7. Vesting occurred on the third anniversary of the grant date based on satisfaction of performance metrics.
8. Pursuant to the terms of the Company???s equity incentive plan, represents net shares subject to a one-year post vest hold upon vesting of 10,044 performance-based RSUs granted May 15, 2019.
9. Each RSU represents a contingent right to receive one share of common stock.
10. Not Applicable.
Edward J. Hoffman /s/, Edward J. Hoffman, (POA) Atty-in-fact 05/17/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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