Sec Form 4 Filing - DUrso Joseph @ RADIAN GROUP INC - 2015-07-09

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 DUrso Joseph 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) President of Clayton Holdings (Last) (First) (Middle) C/O RADIAN GROUP INC., 1601 MARKET ST 3. Date of Earliest Transaction (MM/DD/YY) 07/09/2015 (Street) PHILADELPHIA, PA19103 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 Stock Option - Performance Award $ 18.42 07/09/2015 A 11,450 ( 1 ) 07/09/2018( 1 ) 07/08/2025 Common Stock 11,450 ( 1 ) ( 3 ) 11,450 ( 1 ) D Restricted Stock Units -Performance Award (stock settled) $ 0 ( 2 ) 07/09/2015 A V 28,560 ( 4 ) ( 5 ) 07/09/2019( 3 )( 4 ) ( 3 ) Common Stock 28,560 ( 4 ) ( 5 ) ( 3 ) 28,560 ( 4 ) ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DUrso Joseph C/O RADIAN GROUP INC. 1601 MARKET ST PHILADELPHIA, PA19103 President of Clayton Holdings Signatures Edward J. Hoffman, /s/ Edward J. Hoffman (POA) Atty-in-fact 07/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-Qualified Stock Options: Vesting is 50% on or after the third anniversary of the grant and 50% on or after the fourth anniversary of the grant, provided that Radian's common stock has closed at least 25% above the exercise price of the option for 10 consecutive trading days ending at any point on or after the third anniversary of the grant date. ( 2 )Each Restricted Stock Unit represents a contingent right to receive one share of Radian Group Inc. common stock. ( 3 )Not Applicable. ( 4 )Performance Based Restricted Stock Units ("RSUs"): Vesting occurs on the third anniversary of the grant date, with payouts generally subject to a one year holding period after vesting. The potential payout for the award ranges from 0% to 200% of the target award based on Radian's absolute and relative total stockholder return ("TSR") over the three year performance period, subject to a maximum cap (the "Maximum Cap") of 6 times the value of award on the grant date. Radian's relative TSR will be measured against the median TSR of a designated peer group. Grantee will be eligible to receive a payout of greater than 125% of target only if Radian achieves an absolute TSR of at least 25%, and if Radian's TSR is negative, grantee will be eligible to receive a payout no greater than 50% of target and in certain circumstances, may receive no payout. TSR is measured generally as the change in market value of common stock during the performance period, plus dividends, as measured by comparing (x) the 20 day average trading price preceding and including the RSU date of grant, to (y) the 20 day average trading price preceding and including the last day of the performance period. The RSUs have no voting or dividend rights. ( 5 )The number of RSUs reported (28,560) represents the target award. As discussed in Footnote 4 above, at the end of the performance period, the grantee may earn between 0% and 200% of the target award, subject to the Maximum Cap, based on the relative and absolute performance of Radian's TSR.

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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