SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Brummer Derek

(Last) (First) (Middle)
RADIAN GROUP INC.
1500 MARKET STREET

(Street)
PHILADELPHIA PA 19102

(City) (State) (Zip)
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, Mortgage
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/13/2021 M 11,127(1) A $0(2) 179,992 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 $0.0(2) 05/12/2021 A 30,850 05/12/2024(3) (6) Common Stock 30,850(3) (6) 30,850(3) D
Restricted Stock Units - Performance Award $0.0(2) 05/12/2021 A V 51,620(4) 05/12/2024(5) (6) Common Stock 51,620(5) (6) 51,620(4)(5) D
Restricted Stock Units - Time-based Award $0.0(2) 05/13/2021 M 11,127(1) 05/13/2021(1) (6) Common Stock 11,127(1) (6) 22,593 D
Explanation of Responses:
1. Vesting of one-third of the time-based RSUs granted on May 13, 2020.
2. Each RSU represents a contingent right to receive one share of common stock.
3. Vesting of the time-based RSUs occurs pro rata on each of the first, second and third anniversaries of May 15, 2021.
4. 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.
5. Vesting of the performance-based RSUs occurs on May 15, 2024 (between 0 and 103,240 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. Not Applicable.
Remarks:
Edward J. Hoffman /s/, Edward J. Hoffman, (POA) Atty-in-fact 05/14/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.