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^*

KATKOV DAVID H

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2009

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	03/19/2009		M		9,400	A	⁽¹⁾	35,954	D
Common Stock	03/19/2009		F		3,361	D	$0.69	32,593⁽²⁾	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)
Restricted Stock Units	⁽¹⁾	03/19/2009		M			9,400	⁽³⁾	⁽³⁾	Common Stock	9,400	$0.00	18,800	D
Restricted Stock Units	⁽¹⁾	03/18/2009		A		55,000		⁽⁴⁾	⁽⁴⁾	Common Stock	55,000	$0.00	55,000	D
Stock Option	$0.61	03/18/2009		A		110,000		⁽⁵⁾	03/18/2019	Common Stock	110,000	$0.00	110,000	D

Explanation of Responses:

1. Each restricted stock unit was granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3, and represents a contingent right to receive one share of PMI common stock upon vesting.

2. Total includes 25,000 shares of restricted common stock. Reporting person's indirect holdings consist of 1,600 shares of common stock held in a QTIP Trust.

3. On March 19, 2008, reporting person was granted 28,200 restricted stock units which vest in three equal annual installments beginning March 19, 2009.

4. Granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3. The restricted stock units vest in three equal annual installments beginning March 18, 2010.

5. Granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3. Stock options are exercisable in three equal annual installments beginning March 18, 2010.

Remarks:

	/s/ David H. Katkov	03/20/2009
	** 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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