Edgar Filing: RICHARDS ROBERT

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 ^*

RICHARDS ROBERT

2. Issuer Name and Ticker or Trading Symbol
RADIAN GROUP INC [RDN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1601 MARKET STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2009

(Street)

PHILADELPHIA, PA 19103

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								4,150	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

restricted stock unit

⁽⁵⁾

05/13/2009

42,910 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

⁽⁴⁾

common stock

42,910

$ 0 ⁽³⁾

42,910

Phantom Stock Unit

$ 0 ⁽¹⁾

08/07/2015

common stock

46,370

Phantom Stock Unit

$ 0 ⁽¹⁾

02/05/2017

common stock

1,890

phantom stock unit

$ 0 ⁽¹⁾

02/07/2016

common stock

2,052

dividend equivalent rights ⁽²⁾

$ 0 ⁽²⁾

12/26/2017

12/26/2017⁽²⁾

common stock

87.4126 ⁽²⁾

378.2436 ⁽²⁾

phantom stock unit

$ 0 ⁽¹⁾

02/08/2015

common stock

2,015

phantom stock unit

$ 0 ⁽¹⁾

02/10/2014

common stock

2,122

stock option

$ 20.3125

01/19/2001

01/19/2009

common stock

2,400

Phantom Stock Unit

$ 0 ⁽¹⁾

04/13/2009

common stock

800

Phantom Stock Unit

$ 0 ⁽¹⁾

12/17/2009

common stock

800

stock option

$ 21.0313

01/18/2001

01/18/2010

common stock

2,400

Phantom Stock Unit

$ 0 ⁽¹⁾

12/05/2010

common stock

800

stock option

$ 27.1875

01/22/2002

01/22/2011

common stock

2,400

stock option

$ 35.81

11/06/2002

11/06/2011

common stock

2,400

Phantom Stock Unit

$ 0 ⁽¹⁾

11/06/2011

common stock

800

stock option

$ 35.79

01/30/2004

01/30/2013

common stock

2,400

Phantom Stock Unit

$ 0 ⁽¹⁾

01/30/2013

common stock

800

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RICHARDS ROBERT 1601 MARKET STREET PHILADELPHIA, PA 19103	X

Signatures

C. Robert Quint/s/, C. Robert Quint (POA) Atty-in-fact		05/15/2009
^**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)	1-for-1
(2)	Dividend equivalents accrued on unvested Phantom Stock Units. Dividend equivalent rights accrued on phantom stock units and become exercisable proportionately with the options to which they relate.
(3)	Not Applicable
(4)	RSU's are paid in cash at the time of retirement from the board of directors
(5)	Each RSU represents a contingent right to receive a cash settlement equal to the value of one share of common stock for each share of restricted stock
(6)	Represents annual equity award

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