Sec Form 4 Filing - McMahon Brien @ RADIAN GROUP INC - 2020-05-11

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 McMahon Brien 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/Chief Franchise Officer (Last) (First) (Middle) RADIAN GROUP, 1500 MARKET ST. 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2020 (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 05/11/2020 M 2,732 ( 1 ) A $ 0 ( 8 ) 25,914 D Common Stock 05/11/2020 F 666 ( 4 ) D $ 14.76 25,248 D Common Stock 05/11/2020 M 3,798 ( 2 ) A $ 0 ( 8 ) 29,046 D Common Stock 05/11/2020 F 925 ( 5 ) D $ 14.76 28,121 D Common Stock 05/11/2020 M 48,052 ( 3 ) A $ 0 ( 8 ) 76,173 D Common Stock 05/11/2020 F 16,995 ( 6 ) D $ 14.86 59,178 ( 7 ) 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-based Award $ 0 ( 8 ) 05/11/2020 M 2,732 ( 1 ) 05/10/2020 ( 9 ) Common Stock 2,732 ( 1 ) ( 9 ) 0 D Restricted Stock Unit - Time-based Award $ 0 ( 8 ) 05/11/2020 M 3,798 ( 2 ) 05/09/2020 ( 9 ) Common Stock 3,798 ( 1 ) ( 9 ) 3,914 D Restricted Stock Units - Performance Award $ 0 ( 8 ) 05/11/2020 M 48,052 ( 3 ) 05/11/2020 ( 9 ) Common Stock 48,052 ( 3 ) ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McMahon Brien RADIAN GROUP 1500 MARKET ST. PHILADELPHIA, PA19102 Sr.EVP/Chief Franchise Officer Signatures Edward J. Hoffman, /s/ Edward J. Hoffman (POA) Atty-in-fact 05/13/2020 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 May 10, 2017. ( 2 )Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 9, 2018. ( 3 )Represents shares of common stock that vested on May 11, 2019 and were distributed May 11, 2020 following a one-year post-vest hold. ( 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-based RSUs granted May 10, 2017. ( 5 )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-based RSUs granted May 9, 2018. ( 6 )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 distribution of 48,052 Performance based RSUs granted May 11, 2016. ( 7 )Includes 1,294 shares of common stock acquired through the Radian Group Inc. Employee Stock Purchase Plan on June 30, 2019 and December 31, 2019. ( 8 )Each RSU represents a contingent right to receive one share of common stock. ( 9 )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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