RADIAN GROUP INC — Director's Dealing 2014

Jun 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2014-06-17

Reporting Person: Brummer Derek (EVP and Chief Risk Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-17	Stock Option - Performance Award	$15.44	A	11790	Acquired	2024-06-17	Common Stock (11790)	Direct
2014-06-17	Restricted Stock Units -Performance Award (stock settled)	$	A	29050	Acquired		Common Stock (29050)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of Radian Group Inc. common stock.

F2: Not Applicable.

F3: Non-Qualified Stock Options: 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 least 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 date.

F4: Performance Based Restricted Stock Units ("RSUs"): Vesting occurs on the third anniversary of the grant date, 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, 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 Corproration, 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 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.

F5: The number of RSUs reported (29,050) represents the target award. As discussed in Footnote 4 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.