RADIAN GROUP INC — Director's Dealing 2014

Nov 13, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2014-11-12

Reporting Person: DUrso Joseph (President of Clayton Holdings)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option - Performance Award	$15.44	2024-06-17	Common Stock (11640)		Direct
Restricted Stock Units -Performance Award (stock settled)	$0	2017-06-17	Common Stock (29970)		Direct

Footnotes

F1: Non-Qualified Stock Options: Vesting is 50% on or after June 17, 2017 and 50% on or after June 17, 2018, provided that Radian's common stock has closed at least 25% above the exercise price of the option for 10 consecutive trading days ending at any point on or after June 17, 2017.

F2: Performance Based Restricted Stock Units ("RSUs"): Vesting occurs on June 17, 2017, 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 which began on June 17, 2014, subject to a maximum cap (the "Maximum Cap") of 6 times the value of award on the grant date. Radian's relative TSR will be measured against the median TSR of a peer group consisting of the companies listed on the NASDAQ Financial - 100 Index and MGIC Investment Corporation, NMI Holdings Inc. and Essent Group Ltd. 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 target payout only if Radian achieves an absolute TSR of at least 25% and a maximum payout of 200% of target only if Radian achieves an absolute TSR of at least 75%. 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 June 17, 2014, to (y) the 20 day average trading price preceding and including the last day of the performance period, June 17, 2017. The RSUs have no voting or dividend rights.

F3: The number of RSUs reported (29,970) represents the target award. As discussed in Footnote 2 above, at the end of the performance period the grantee may earn between 0% and 200% of the target award, subject to the Maximum Cap, based on the relative and absolute performance of Radian's TSR.