RADIAN GROUP INC — Director's Dealing 2016

May 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2016-05-11

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-11	Stock Option - Performance Award	$12.16	A	106910	Acquired	2026-05-11	Common Stock (106910)	Direct
2016-05-11	Restricted Stock Units -Performance Award (stock settled)	$0	A	261520	Acquired		Common Stock (261520)	Direct

Footnotes

F1: 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.

F2: Each Performance Based Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Radian Group Inc. common stock. The number of reported RSUs represents the target award, with grantees having the potential to earn a number of shares up to 200% of the target award. The RSUs have no voting or dividend rights.

F3: Not Applicable.

F4: Vesting of the RSUs occurs on the third anniversary of the grant date, with payouts generally subject to a one year holding period after vesting. 50% of the award (representing between 0 and 261,520 shares will vest based on the relative performance of Radian's total stockholder return against a designated peer group and the other 50% of the award (representing between 0 and 261,520 shares will vest based on Radian's cumulative growth in "Tangible Book Value" (as defined in the grant document).