Sec Form 4 Filing - LEHMAN MICHAEL E @ MGIC INVESTMENT CORP - 2019-01-21

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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
LEHMAN MICHAEL E
2. Issuer Name and Ticker or Trading Symbol
MGIC INVESTMENT CORP [ MTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MGIC INVESTMENT CORPORATION, 250 EAST KILBOURN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2019
(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 29,989 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 (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 ) ( 3 ) 01/21/2019 A 8,591.0653 02/14/2020( 5 ) ( 6 ) Common Stock 8,591.0653 $ 0 ( 4 ) 16,297.4678 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEHMAN MICHAEL E
C/O MGIC INVESTMENT CORPORATION
250 EAST KILBOURN AVENUE
MILWAUKEE, WI53202
X
Signatures
Martha F. Tsuchihashi, Attorney-in-Fact 01/23/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person participates 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") are awarded to the reporting person.
( 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 settled in cash, on a specified date, unless a qualified election for later distribution was made by the reporting person.
( 4 )These Share Units were awarded to the reporting person pursuant to the Issuer's Deferred Compensation Plan for Non-Employee Directors and no price was paid by the reporting person for the Share Units.
( 5 )These Share Units awarded on this transaction date are settled in cash ten business days after February 1, 2020 unless a qualified election for later distribution was made by the reporting person.
( 6 )These Share Units do not expire on a fixed date, except that the Share Units awarded on January 22, 2018 and on this transaction date are settled in cash ten business days after February 1, 2019 and 2020, respectively, unless a qualified election for later distribution was made by the reporting person.

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).
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