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 * Hughes James J. 2. Issuer Name and Ticker or Trading Symbol MGIC INVESTMENT CORP [ MTG ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP-Sales&Bus. Dev-Mtg Gty Ins
(Last)         (First)         (Middle)
C/O MGIC INVESTMENT CORPORATION, 250 EAST KILBOURN AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
3/1/2021
(Street)
MILWAUKEE, WI 53202
(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  3/1/2021    F    49037.00  D $12.18  322063.00  D   
Common Stock  3/1/2021    D    1268.00  D  (1) 320795.00  D   
Common Stock  3/1/2021    J(2)   V 55295.00  D  (3) 265500.00  D   
Common Stock  3/1/2021    J(2)   V 55295.00  A  (3) 234054.00  I  By a Family Trust 

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

Explanation of Responses:
(1)  Represents the forfeiture of performance-based restricted stock units granted to the Reporting Person on January 22, 2018 that were eligible to vest upon percentage achievement of a pre-established performance goal. Based on the Company's performance over the applicable performance period, a portion of the grant has been forfeited.
(2)  These shares were transferred from the reporting person to the reporting person's family trust.
(3)  These securities were transferred from the reporting person to the reporting person's family trust and no compensation was paid or received for these securities.

Remarks:
This Form 4 is being signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hughes James J.
C/O MGIC INVESTMENT CORPORATION
250 EAST KILBOURN AVENUE
MILWAUKEE, WI 53202


EVP-Sales&Bus. Dev-Mtg Gty Ins

Signatures
Martha F. Tsuchihashi, Attorney-in-Fact 3/3/2021
**Signature of Reporting Person Date