Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McMahon Brien
  2. Issuer Name and Ticker or Trading Symbol
RADIAN GROUP INC [RDN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr.EVP/Chief Franchise Officer
(Last)
(First)
(Middle)
RADIAN GROUP, 1500 MARKET ST.
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2018
(Street)

PHILADELPHIA, PA 19102
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/10/2018   M   2,649 (1) A $ 0 (3) 12,513 D  
Common Stock 05/10/2018   F   646 (2) D $ 15.88 11,867 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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 Unit - Time Vested Award (3) $ 0 (3) 05/09/2018   A   11,510 (4)   05/09/2019(4)   (7) Common Stock 11,510 (4) (7) 11,510 (4) D  
Restricted Stock Units -Performance Award (5) (6) $ 0 (3) 05/09/2018   A V 25,830 (5) (6)   05/09/2021(6)   (7) Common Stock 25,830 (5) (6) (7) 25,830 (5) (6) D  
Restricted Stock Unit - Time Vested Award $ 0 (3) 05/10/2018   M     2,649 (1) 05/10/2018(4)   (7) Common Stock 2,649 (1) (7) 5,381 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McMahon Brien
RADIAN GROUP
1500 MARKET ST.
PHILADELPHIA, PA 19102
      Sr.EVP/Chief Franchise Officer  

Signatures

 Edward J. Hoffman, /s/ Edward J. Hoffman (POA) Atty-in-fact   05/11/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock acquired upon the vesting of one-third of time-vested RSUs granted on May 10, 2017.
(2) 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 vesting of one-third of the time-vested RSUs granted May 10, 2017.
(3) Each RSU represents a contingent right to receive one share of common stock.
(4) Vesting of time-based RSUs occurs pro rata on each of the first, second and third anniversaries of the date of grant. The time-vested RSUs have no voting or dividend rights.
(5) Each performance-based RSU represents a contingent right to receive one share of common stock. The number of reported performance-based RSUs represents the target award, with grantees having the potential to earn a number of shares up to 200% of the target award. The performance-based RSUs have no voting or dividend rights.
(6) Vesting of the performance-based RSUs occurs on the third anniversary of the grant date (between 0 and 51,660 shares), subject to the Company's cumulative growth in "LTI Book Value" per share (as defined in the grant document). Payouts are generally subject to a one-year holding period after vesting.
(7) Not Applicable.

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