Sec Form 4 Filing - KOEPFGEN BRUCE L @ MGIC INVESTMENT CORP - 2011-10-04

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KOEPFGEN BRUCE L 2. Issuer Name and Ticker or Trading Symbol MGIC INVESTMENT CORP [ MTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) MGIC PLAZA, 250 EAST KILBOURN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2011 (Street) MILWAUKEE, WI53202 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Share Units ( 1 ) ( 2 ) 10/04/2011 D 11,123.4705 04/01/2012( 3 ) ( 4 ) Common Stock 11,123.4705 $ 0 ( 5 ) 3,527.6382 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KOEPFGEN BRUCE L MGIC PLAZA 250 EAST KILBOURN AVENUE MILWAUKEE, WI53202 Former Director Signatures Dan D. Stilwell 10/04/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person participated in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units corresponding to shares of Common Stock of the Issuer ("Share Units") were awarded to the reporting person. The Share Units are settled in cash, generally at the time the reporting person ceases to be a Director of the Issuer, unless a qualified election for earlier distribution is made by the reporting person. However, under some circumstances the Share Units may be forfeited by the reporting person if the reporting person ceases to be a Director of the Issuer prior to the lapse of restrictions applicable to the Share Units. ( 2 )These Share Units do not have a specified dollar-denominated exercise or conversion price. (Their value is based, on a one-for-one basis, on the price of the Issuer's common stock on the New York Stock Exchange.) ( 3 )These Share Units are subject to certain restrictions and vest when such restrictions lapse. The restictions generally lapse on April 1, 2012. ( 4 )These Share Units do not expire on a fixed date. ( 5 )These Share Units were forfeited by the reporting person when he resigned as a Director of the Issuer and no price was paid or received by the reporting person for the Share Units.

Remarks: This Form 4 is being signed and filed on behalf of the reporting person by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney.

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.