Edgar Filing: RADIAN GROUP INC

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 ^*

CARNEY DAVID CHARLES

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)
02/25/2009

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	02/25/2009		X		7,893.2794 ⁽⁴⁾	A	$ 0	13,093.2794	D
Common stock	02/25/2009		J		7,893.2794 ⁽⁶⁾	D	$ 2.04	5,200	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

Phantom Stock Unit

$ 0 ⁽¹⁾

08/07/2015

common stock

46,370

46,370 ⁽⁵⁾

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

$ 0 ⁽¹⁾

12/26/2017⁽³⁾

common stock

46.7313 ⁽³⁾

290.831 ⁽³⁾

phantom stock unit

$ 0 ⁽¹⁾

02/08/2015

common stock

2,015

phantom stock unit

$ 0

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

04/13/2009

common stock

800

Phantom Stock Unit

$ 0

12/17/2009

common stock

800

stock option

$ 21.0313

01/18/2001

01/18/2010

common stock

2,400

Phantom Stock Unit

$ 0

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

11/06/2011

common stock

800

stock option

$ 35.79

01/30/2004

01/30/2013

common stock

2,400

Phantom Stock Unit

$ 0

01/30/2013

common stock

800

Phantom Arrangement under Deferred Comp Plan ⁽⁴⁾

$ 0

02/25/2009

7,893.2794 ⁽⁴⁾

01/01/2010

Common Stock

7,893.2794 ⁽⁴⁾

⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CARNEY DAVID CHARLES 1601 MARKET STREET PHILADELPHIA, PA 19103	X

Signatures

C. Robert Quint /s/, C. Robert Quint (POA) Atty-in-fact		02/27/2009
^**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)	n/a
(3)	Dividend equivalents accrued on unvested Phantom Stock Units. 33.5152 dividend equivalents were accrued for this period. Dividend equivalents reported herein are related to various Phantom Stock Units outstanding. dividend equivalent rights accrued on phantom stock units and become exercisable proportionately with the options to which they relate.
(4)	This arrangement is related to the investment return on deferred compensation linked to the change in common stock value. The settlement is always in cash, as no shares have been allocated for the underlying funds.
(5)	This represents the 2008 annual Phantom Stock Unit director award.
(6)	Funds were dispursed to reporting person pursuant to applicable distribution election made under the Deferred Compensation Plan. No shares were bought or sold, as this is purely a phantom investment tied to return on Radian common stock

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