RDN Radian Group Inc

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                                                                                   
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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                       

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 INC., 1500 MARKET STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/12/2020
(Street) PHILADELPHIA, PA 19102 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/12/2020		M		904 (1)	A	$0 (4)	60082	D
Common Stock	5/12/2020		F		904 (1)	D	$13.78	59178	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Unit - Performance Award	$0 (4)	5/12/2020		M			904 (1)	5/12/2020 (3)	(5)	Common Stock	904 (1)	(5)	23308 (2)	D

Explanation of Responses:
(1)	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 24,212 performance-based RSUs granted May 10, 2017.
(2)	Represents the total shares vested (net of shares withheld for taxes pursuant to our equity plan) based on performance of performance-based RSU awards granted May 10, 2017. These vested shares remain subject to a one-year post-vest holding period.
(3)	Vesting occurred on the third anniversary of the grant date based on satisfaction of perforrmance metrics, subject to the certification of these results on May 12, 2020.
(4)	Each RSU represents a contingent right to receive one share of common stock.
(5)	Not Applicable.

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

Signatures
Edward J. Hoffman, /s/ Edward J. Hoffman (POA) Atty-in-fact		5/14/2020
**Signature of Reporting Person		Date