Sec Form 4 Filing - Sperber Julie K. @ MGIC INVESTMENT CORP - 2018-01-22

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 Sperber Julie K. 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) VP-Chief Accounting Officer (Last) (First) (Middle) C/O MGIC INVESTMENT CORPORATION, 250 EAST KILBOURN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2018 (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 01/22/2018 A 8,976 ( 1 ) A $ 0 ( 2 ) 98,558 D Common Stock 01/22/2018 A 5,984 ( 3 ) A $ 0 ( 2 ) 104,542 D Common Stock 01/22/2018 A 2,000 ( 3 ) A $ 0 ( 2 ) 12,946 I By Spouse

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 Common Stock $ 0 ( 4 ) ( 5 ) ( 6 ) Common Stock 13,250 14,651.842 ( 7 ) I By Spouse in Issuer's Profit Sharing & Savings Plan

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sperber Julie K. C/O MGIC INVESTMENT CORPORATION 250 EAST KILBOURN AVENUE MILWAUKEE, WI53202 VP-Chief Accounting Officer Signatures Dan D. Stilwell, Attorney-in-Fact 01/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These share units are subject to certain restrictions, and vest when such restrictions lapse. Partial vesting of these share units occurs on February 28 of each of the three years beginning in 2019, based on certain performance standards. If it is not possible to determine whether the performance standards have been met on any particular vesting date, the vesting date will be extended until such determination can be made. Any of these share units which have not vested when the final vesting is determined in 2021 will be forfeited. ( 2 )These share units were awarded to the reporting person pursuant to the Issuer's 2015 Omnibus Incentive Plan and no price was paid by the reporting person for the share units. ( 3 )One-third of these Share Units vest on February 10 of each of the three years beginning in 2019, subject to the reporting person's continued employment with the Issuer. ( 4 )The conversion price varies with the price of the Issuer's common stock. At any given time, the conversion price is equal to the closing price of the Issuer's common stock on the New York Stock Exchange on the previous trading day. ( 5 )These derivative securities may be exercised at any time. ( 6 )These derivative securities do not have any expiration date. ( 7 )Balance as of December 31, 2017

Remarks: This Form 4 is being 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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