SEC FORM 4

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^*

SHUSTER BRADLEY M

(Last)

(First)

(Middle)

THE PMI GROUP, INC.

3003 OAK ROAD

(Street)

WALNUT CREEK

94597

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PMI GROUP INC [ PMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/12/2003		M		12,509	A	$34.5	25,834⁽¹⁾	D
Common Stock	09/12/2003		F/K		2,491	D	$34.55	23,343⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0⁽²⁾	09/12/2003		I			1,280	09/12/2003⁽³⁾	09/12/2003⁽⁴⁾	Common Stock	1,280	$0⁽⁵⁾	10,100⁽⁶⁾	D
Phantom Stock Units	$0⁽²⁾	09/12/2003		I			10,100	09/12/2003⁽³⁾	09/12/2003⁽⁴⁾	Common Stock	10,100	$0⁽⁵⁾	0	D
Employee Stock Options	$34.5	09/12/2003		M			12,509	02/17/2003	02/17/2010	Common Stock	12,509	$0⁽⁵⁾	30,483	D
Employee Stock Options	$34.55	09/12/2003		A		1,284		09/12/2004⁽⁷⁾	09/12/2013	Common Stock	1,284	$0⁽⁵⁾	1,284	D

Explanation of Responses:

1. Total includes 1,721 shares acquired under The PMI Group, Inc. Employee Stock Purchase Plan, a Rule 16b-3 Plan. Reporting person's indirect holdings consist of 1,712 shares of Common Stock under The PMI Group, Inc. Savings and Profit-Sharing Plan.

2. 1 for 1 conversion.

3. Immediately exercisable.

4. Phantom stock units are to be settled in cash or shares on the payment date determined under The PMI Group, Inc. Officer Deferred Compensation Plan.

5. Not applicable.

6. See line 2.

7. Granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3. Stock options are exercisable in three equal installments on the first, second and third anniversaries of the grant.

Remarks:

	/s/ Bradley M. Shuster	09/16/2003
	** 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).
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