Sec Form 4 Filing - Hoffman Edward J @ RADIAN GROUP INC - 2019-05-14

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 Hoffman Edward J 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) Sr. EVP, General Counsel (Last) (First) (Middle) RADIAN GROUP INC., 1500 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2019 (Street) PHILADELPHIA, PA19102 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 05/14/2019 M 2,600 A $ 0 ( 3 ) 54,248 D Common Stock 05/14/2019 F 2,600 ( 1 ) D $ 22.36 51,648 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 Restricted Stock Units - Time Vested Award $ 0 ( 3 ) 05/15/2019 A 12,580 05/15/2020( 4 ) ( 8 ) Common Stock 12,580 ( 4 ) ( 8 ) 12,580 ( 4 ) D Restricted Stock Units - Performance Award $ 0 ( 3 ) 05/15/2019 A V 27,650 05/15/2022( 5 ) ( 8 ) Common Stock 27,650 ( 5 ) ( 6 ) ( 8 ) 27,650 ( 5 ) ( 6 ) D Restricted Stock Unit - Performance Award $ 0 ( 3 ) 05/14/2019 M 2,600 ( 1 ) 05/11/2019( 7 ) ( 8 ) Common Stock 2,600 ( 1 ) ( 8 ) 59,789 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoffman Edward J RADIAN GROUP INC. 1500 MARKET STREET PHILADELPHIA, PA19102 Sr. EVP, General Counsel Signatures /s/ Edward J. Hoffman 05/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon the vesting of 62,389 Performance based RSUs granted May 11, 2016. ( 2 )Represents the total shares vested (net of shares withheld for taxes pursuant to our equity plan) based on performance of the May 11, 2016 RSU award. These vested shares are subject to a one year post vest holding period and will be distributed on May 11, 2020. These shares do not have dividend or voting rights until the holding period is met. ( 3 )Each RSU represents a contingent right to receive one share of common stock. ( 4 )Vesting of time-based RSUs occurs pro rata on each of the first, second and third anniversaries of the date of grant. The time-based RSUs have no voting or dividend rights. ( 5 )Vesting of the performance-based RSUs occurs on the third anniversary of the grant date (between 0 and 55,300 shares), subject to the Company's cumulative growth in "LTI Book Value" per share (as defined in the grant document). Distribution of shares is generally subject to a one-year holding period after vesting. ( 6 )The number of reported performance-based RSUs represents the target award, with grantees having the potential to earn a number of shares up to 200% of the target award. The performance-based RSUs have no voting or dividend rights. ( 7 )Vesting occured on the third anniversary of the grant date based on satisfaction of perforrmance metrics, subject to the certification of these results on May 14, 2019. ( 8 )Not Applicable.

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