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RADIAN GROUP INC Director's Dealing 2012

Jun 8, 2012

31025_dirs_2012-06-08_85141354-8e42-40b5-945e-48038263d560.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2012-06-06

Reporting Person: Bryce Bazemore Teresa (President of operating sub)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-06-06 Stock Option - Performance Award $2.45 A 130550 Acquired 2022-06-06 Common Stock (130550) Direct
2012-06-06 Restricted Stock Units -Performance Award $0 A 237350 Acquired Common Stock (237350) Direct

Footnotes

F1: Non-Qualified Stock Option: Vesting is 50% on or after the third anniversary of the grant and 50% on or after the fourth anniversary of the grant, provided that Radian's common stock has closed at 100% above the exercise price of the option for 10 consecutive trading days ending at any point on or after the third anniversary of the grant.

F2: Not Applicable.

F3: Performance Based Restricted Stock Units ("RSUs"): Vesting is 100% at the end of the three year performance period, with a potential payout ranging from 0% to 200% of the target award based on Radian's absolute and relative total stockholder return ("TSR") over the three year performance period. Radian's relative TSR will be measured against the median TSR of a peer group consisting mainly of the companies listed on the NASDAQ Financial Index. Radian's absolute TSR will be applied to determine the maximum number of RSUs that may be awarded, with the grantee being eligible to receive a 100% payout only if Radian achieves a 150% absolute TSR. TSR is measured generally as the change in market value of common stock during the performance period, plus dividends, as measured by comparing (x) the 20 day average trading price preceding and including the RSU date of grant, to (y) the 20 day average trading price preceding and including the last day of the performance period. The RSUs have no voting or dividend rights and will be settled in cash.

F4: The number of RSUs reported (237,350) represents the target award. As discussed in Footnote 3 above, at the end of the performance period, the grantee may earn between 0 and 474,700 RSUs based on the relative and absolute performance of Radian's TSR.