RADIAN GROUP INC — Director's Dealing 2016

Feb 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2015-07-09

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-09	Stock Option - Performance Award	$18.42	A	8780	Acquired	2025-07-08	Common Stock (8780)	Direct
2015-07-09	Restricted Stock Units -Performance Award (stock settled)	$0	A	21900	Acquired		Common Stock (21900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10182	Direct

Footnotes

F1: Includes 585 shares of common stock acquired through the Radian Group Inc. 2008 Employee Stock Purchase Plan, on June 30, 2015.

F2: 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.

F3: Each Restricted Stock Unit represents a contingent right to receive one share of Radian Group Inc. common stock.

F4: Not Applicable.

F5: Performance Based Restricted Stock Units ("RSUs"): Vesting occurs on the third anniversary of the grant date, with payouts generally subject to a one year holding period after vesting. The potential payout for the award ranges 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 designated peer group. Grantee will be eligible to receive a payout of greater than 125% of target only if Radian achieves an absolute TSR of at least 25%, and if Radian's TSR is negative, grantee will be eligible to receive a payout no greater than 50% of target and in certain circumstances, may receive no payout. 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.

F6: The number of RSUs reported (21,900) represents the target award. As discussed in Footnote 5 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.