MGIC INVESTMENT CORP — Director's Dealing 2016

Jan 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MGIC INVESTMENT CORP (MTG)
CIK: 0000876437
Period of Report: 2016-01-25

Reporting Person: Zandi Mark (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-25	Share Units	$	A	17667.8445	Acquired		Common Stock (17667.8445)	Direct

Footnotes

F1: The reporting person participates 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") are awarded to the reporting person.

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 settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person.

F4: The Share Units awarded on this transaction date are settled in cash ten business days after February 1, 2017 unless a qualified election for later distribution is made by the reporting person.

F5: These Share Units do not expire on a fixed date, except that the Share Units awarded on this transaction date and on January 26, 2015 are settled in cash ten business days after February 1, 2017 and 2016, respectively, unless a qualified election for later distribution is made by the reporting person.

F6: These Share Units were awarded to the reporting person pursuant to the Issuer's Deferred Compensation Plan for Non-Employee Directors and no price was paid by the reporting person for the Share Units.