McMahon Brien Form 4 RADIAN / Brien McMahon ownership change

SEC Form 4

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^*

McMahon Brien

(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.EVP/Chief Franchise Office

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		8,599(1)	A	$0(8)	124,567	D
Common Stock	05/15/2022		M		6,016(2)	A	$0(8)	130,583	D
Common Stock	05/15/2022		M		3,774(3)	A	$0(8)	134,357	D
Common Stock	05/15/2022		M		1,302(4)	A	$0(8)	135,659	D
Common Stock	05/15/2022		F		8,107(5)	D	$21.19	127,552	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(8)	05/13/2022		M			8,599(1)	05/13/2022	(9)	Common Stock	8,599(1)	(9)	8,862	D
Restricted Stock Units - Time-based Award	$0(8)	05/15/2022		M			6,016(2)	05/15/2022	(9)	Common Stock	6,016(2)	(9)	12,034	D
Restricted Stock Units - Time-based Award	$0(8)	05/15/2022		M			3,774(3)	05/15/2022	(9)	Common Stock	3,774(3)	(9)	0	D
Restricted Stock Units - Performance Award	$0(8)	05/15/2022		F			1,302(4)	05/15/2022(6)	(9)	Common Stock	1,302(4)	(9)	33,575(7)	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. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 12, 2021.

3. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 15, 2019.

4. 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

5. 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 33,575 performance-based RSUs granted May 15, 2019, net of which remain subject to a one year post-vest hold.

6. Vesting occurred on the third anniversary of the grant date based on satisfaction of performance metrics.

7. 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 33,575 performance-based RSUs granted May 15, 2019.

8. Each RSU represents a contingent right to receive one share of common stock.

9. Not Applicable.

	Edward J. Hoffman /s/, Edward J. Hoffman, (POA) Atty-in-fact	05/17/2022
	** Signature of Reporting Person	Date
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