Sec Form 4 Filing - Thornberry Richard G @ RADIAN GROUP INC - 2020-03-06

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 Thornberry Richard G 2. Issuer Name and Ticker or Trading Symbol RADIAN GROUP INC [ RDN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) RADIAN GROUP INC., 1500 MARKET ST 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2020 (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 03/06/2020 M 17,845 ( 1 ) A 105,771 ( 3 ) D Common Stock 03/06/2020 F 8,196 ( 4 ) D $ 22.56 97,575 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 Unit - Time Vested Award ( 2 ) 03/06/2020 M 17,845 ( 1 ) 03/06/2020( 2 ) ( 5 ) Common Stock 17,845 ( 1 ) ( 5 ) 17,845 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thornberry Richard G RADIAN GROUP INC. 1500 MARKET ST PHILADELPHIA, PA19102 X Chief Executive Officer Signatures Edward J. Hoffman /s/, Edward J. Hoffman as Power of Attorney 03/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on March 6, 2017 in connection with Mr. Thornberry's joining the Company. ( 2 )Vesting of time-based RSUs occurs pro rata on each of the second, third and fourth anniversaries of the date of grant. The time-vested RSUs have no voting rights. ( 3 )Includes 1,528 shares of common stock acquired through the Radian Group Inc. Employee Stock Purchase Plan on June 30, 2019. ( 4 )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 one-third of the time-vested RSUs granted March 6, 2017. ( 5 )Not Applicable

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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