RADIAN GROUP INC — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2012-12-26

Reporting Person: Ibrahim Sanford A (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock	G	500000	—	Disposed	146309	Direct
2012-12-26	Common Stock	G	500000	—	Acquired	500000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12095	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option - Performance Award	$2.45	2022-06-06	Common Stock (320060)	320060	Direct
Restricted Stock Units -Performance Award	$0		Common Stock (581870)	581870	Direct
Stock Option - Performance Award	$3.58	2018-06-09	Common Stock (269700)	269700	Direct
Restricted Stock Units -Performance Award	$0		Common Stock (658080)	658080	Direct
Stock Option	$10.42	2017-05-12	Common Stock (87900)	87900	Direct
Restricted Stock Units -Performance Award	$0		Common Stock (72800)	72800	Direct
Stock Appreciation Right	$2.68	2014-05-13	Common Stock (269000)	269000	Direct
Stock Option	$2.48	2015-08-07	Common Stock (253000)	253000	Direct
Stock Option	$56.03	2013-05-05	Common Stock (35800)	35800	Direct

Footnotes

F1: Transaction involved a gift of shares to a trust for the benefit of a member of the Reporting Person's family. The Reporting Person retains voting and investment control over the gifted shares and therefore, the 500,000 shares remain beneficially owned by the Reporting Person.

F2: Total includes 76,547 shares owned outright and 69,762 shares of unvested restricted stock.

F3: 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.

F4: Not Applicable.

F5: 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% (**subject to limitations discussed in Footnote 6 below) 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 the last day of the performance period. The RSUs have no voting or dividend rights.

F6: The number of RSUs reported (581,870) represents the target award. **As discussed in Footnote 5 above, at the end of the performance period, the grantee may earn up to 200% of the target award, subject to a maximum award limitation of one million (1,000,000) shares that may be issued to any individual in a calendar year under the Radian Group Inc. Amended and Restated 2008 Equity Compensation Plan. The maximum number of RSUs that can be earned under this individual award is 679,940 units. The payout is determined based on the relative and absolute performance of Radian's TSR.

F7: 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 25% 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.

F8: 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% (**subject to limitations discussed in Footnote 11 below) of the target award based on Radian's total stockholder return ("TSR") over the three year performance period relative to the median TSR of Radian's primary competitors and the companies listed on the NASDAQ Financial Index. 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.

F9: Non-Qualified Stock Option: Vesting is 50% on the third anniversary of the grant and 50% on the fourth anniversary of the grant.

F10: Performance Based RSUs: Vesting is 100% at the end of year three, with settlement in common shares based on the achievement of total shareholder return ("TSR") performance goals as follows: 50% of the award is eligible for a payment (between 0% and 100%, up to 36,400 shares) based on the Company's relative TSR compared to its peers; and 50% of the award is eligible for a payment (between 0% and 150%, up to 54,600 shares) based on the Company's relative TSR compared to the TSR's of companies included in the S&P 400 index. Upon the occurrence of certain corporate events involving one or more companies included in the Company's peer group, the performance goals for the entire award (between 0% and 150%, up to 109,200 shares) would then be based on the Company's relative TSR compared to the TSR's of companies included in the S&P 400 index.

F11: The number of RSUs reported (658,080) represents the target award. **As discussed in Footnote 8 above, at the end of the performance period, the participant may earn up to 200% of the target award, subject to a maximum award limitation of one million (1,000,000) shares that may be issued to any individual in a calendar year under the Radian Group Inc. Amended and Restated 2008 Equity Compensation Plan.

F12: The number of RSUs reported (72,800) represents the target award. As discussed in Footnote 10 above, the number of shares that may be issued upon vesting ranges from 0 shares to 91,000 shares (109,200 shares in the event TSR performance is measured solely against the companies included in the S&P 400 index).