MGIC INVESTMENT CORP — Director's Dealing 2011

Oct 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MGIC INVESTMENT CORP (MTG)
CIK: 0000876437
Period of Report: 2011-10-04

Reporting Person: KOEPFGEN BRUCE L (Former Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-04	Share Units	$	D	11123.4705	Disposed		Common Stock (11123.4705)	Direct

Footnotes

F1: The reporting person participated in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units corresponding to shares of Common Stock of the Issuer ("Share Units") were awarded to the reporting person. The Share Units are settled in cash, generally at the time the reporting person ceases to be a Director of the Issuer, unless a qualified election for earlier distribution is made by the reporting person. However, under some circumstances the Share Units may be forfeited by the reporting person if the reporting person ceases to be a Director of the Issuer prior to the lapse of restrictions applicable to the Share Units.

F2: These Share Units do not have a specified dollar-denominated exercise or conversion price. (Their value is based, on a one-for-one basis, on the price of the Issuer's common stock on the New York Stock Exchange.)

F3: These Share Units are subject to certain restrictions and vest when such restrictions lapse. The restictions generally lapse on April 1, 2012.

F4: These Share Units do not expire on a fixed date.

F5: These Share Units were forfeited by the reporting person when he resigned as a Director of the Issuer and no price was paid or received by the reporting person for the Share Units.