Sec Form 4 Filing - Karpowicz James A @ MGIC INVESTMENT CORP - 2012-10-15

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Karpowicz James A
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
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
MGIC PLAZA, 250 EAST KILBOURN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2012
(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
Common Stock 208,349 D
Common Stock 10/15/2012 S 839.191 ( 1 ) D $ 1.56 0 I By Issuer's Profit Sharing and Savings Plan
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 ( 4 ) ( 5 ) 02/10/2013( 3 ) ( 3 ) Common Stock 11,934 11,934 D
Employee Stock Options (Right to Buy) $ 43.7 ( 2 ) 01/22/2013 Common Stock 7,000 7,000 D
Employee Stock Options (Right to Buy) $ 68.2 ( 2 ) 01/28/2014 Common Stock 7,000 7,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Karpowicz James A
MGIC PLAZA
250 EAST KILBOURN AVENUE
MILWAUKEE, WI53202
Senior Vice President
Signatures
Dan D. Stilwell, Attorney-in-Fact 01/15/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported in Table I resulted from a reallocation of funds within the reporting person's 401k account. The reallocation resulted in the disposition of a relatively small number of units in a stock fund that invests in the common stock of the Issuer. The Issuer has computed the short swing profit resulting from this transaction to be in the amount of Five Hundred Thirty-One Dollars and Eighty-Seven Cents ($531.87), and such amount has been paid by the reporting person to the Issuer pursuant to a written agreement between the reporting person and the Issuer.
( 2 )All of these options are vested and exercisable in full.
( 3 )One-third of these Share Units vest on February 10 of each of the three years beginning in 2012, subject to the reporting person's continued employment with the Issuer.
( 4 )These Share Units correspond to shares of Common Stock of the Issuer. The Share Units are settled in cash if and when they vest.
( 5 )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 average price of the Issuer's common stock on the New York Stock Exchange over a defined period.)

Remarks:
This form is signed 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).
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