Statement of Changes in Beneficial Ownership (4)
17 Mai 2023 - 1:13AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ray Eric |
2. Issuer Name and Ticker or Trading Symbol
RADIAN GROUP INC
[
RDN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Exec Vice President |
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(Last)
(First)
(Middle)
RADIAN GROUP INC., 550 E SWEDESFORD ROAD, #350 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2023 |
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(Street)
WAYNE, PA 19087 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/13/2023 | | M | | 8862 (1) | A | $0 (10) | 69740 | D | |
| Common Stock | 5/13/2023 | | M | | 3500 (2) | A | $0 (10) | 73240 | D | |
| Common Stock | 5/13/2023 | | F | | 7056 (3) | D | $24.89 | 66184 | D | |
| Common Stock | 5/15/2023 | | M | | 5803 (4) | A | $0 (10) | 71987 | D | |
| Common Stock | 5/15/2023 | | M | | 5666 (5) | A | $0 (10) | 77653 | D | |
| Common Stock | 5/15/2023 | | M | | 33520 (6) | A | $0 (10) | 111173 | D | |
| Common Stock | 5/15/2023 | | F | | 17770 (7) | D | $25.04 | 93403 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units - Time-based Award | (10) | 5/13/2023 | | M | | | 8862 (1) | 5/13/2023 | (11) | Common Stock | 8862 | (11) | 0 | D | |
| Restricted Stock Units - Performance Award | (10) | 5/13/2023 | | M | | | 3500 (2) | 5/13/2023 (8) | (11) | Common Stock | 3500 | (11) | 89160 (9) | D | |
| Restricted Stock Units - Time-based Award | (10) | 5/15/2023 | | M | | | 5803 (4) | 5/15/2023 | (11) | Common Stock | 5803 | (11) | 5804 | D | |
| Restricted Stock Units - Time-based Award | (10) | 5/15/2023 | | M | | | 5666 (5) | 5/15/2023 | (11) | Common Stock | 5666 | (11) | 11334 | D | |
| Restricted Stock Units - Performance Award | (10) | 5/15/2023 | | M | | | 33520 (6) | 5/15/2023 | (11) | Common Stock | 33520 | (11) | 0 | D | |
| Explanation of Responses: |
| (1) | Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 13, 2020. |
| (2) | Represents the shares distributed to satisfy the tax liability incurred upon the vesting of the performance-based RSU award granted May 13, 2020, which are subject to a one-year post vest holding period. |
| (3) | Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon the distribution of the time-based RSUs granted on May 13, 2020, as well as shares withheld by the Company to satisfy the tax liability incurred upon the vesting of 92,660 performance-based RSUs granted May 13, 2020, net of which remain subject to a one year post-vest hold. |
| (4) | Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 12, 2021. |
| (5) | Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 11, 2022. |
| (6) | Represents distribution of shares of common stock related to RSUs that were granted May 15, 2019, which vested on May 15, 2022 and were subject to a one-year post-vest hold. |
| (7) | Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon the distribution of the time-based RSUs granted on May 12, 2021 and May 11, 2022, as well as the shares withheld by the Company to satisfy the tax liability incurred upon the distribution of the performance-based RSUs granted May 15, 2019, following completion of the one-year hold period after vesting of the RSUs. |
| (8) | Vesting occurred on the third anniversary of the grant date based on satisfaction of performance metrics. |
| (9) | Pursuant to the terms of the Company's equity incentive plan, represents net shares subject to a one-year post vest hold upon vesting of 92,660 performance-based RSUs granted May 13, 2020. |
| (10) | Each RSU represents a contingent right to receive one share of common stock. |
| (11) | Not Applicable |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ray Eric
RADIAN GROUP INC.
550 E SWEDESFORD ROAD, #350
WAYNE, PA 19087 |
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| Sr. Exec Vice President |
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Signatures
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| Edward J. Hoffman /s/, Edward J. Hoffman, (POA) Atty-in-fact | | 5/16/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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