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 *

HALL J FRANKLIN 		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 - CFO
(Last)          (First)          (Middle)

RADIAN GROUP INC., 1500 MARKET STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2019
(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   5/14/2019     M    2600   A $0   (3) 54248   D  
 
Common Stock   5/14/2019     F    2600   (1) D $22.36   51648   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 Units - Time Vested Award   $0   (3) 5/15/2019     A      12580       5/15/2020   (4)   (8) Common Stock   12580   (4)   (8) 12580   (4) D  
 
Restricted Stock Units - Performance Award   $0   (3) 5/15/2019     A     V 27650       5/15/2022   (5)   (8) Common Stock   27650   (5) (6)   (8) 27650   (5) (6) D  
 
Restricted Stock Unit - Performance Award   $0   (3) 5/14/2019     M         2600   (1)   5/11/2019   (7)   (8) Common Stock   2600   (1)   (8) 59789   (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 62,389 Performance based RSUs granted May 11, 2016.
(2)  Represents the total RSUs vested (net of shares withheld for taxes pursuant to the Company's equity plan) based on performance of the May 11, 2016 RSU award. These vested RSUs are subject to a one-year holding period after vesting and will be converted into shares on May 11, 2020. These RSUs do not have dividend or voting rights until converted into shares.
(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-based RSUs have no voting or dividend rights.
(5)  Vesting of the performance-based RSUs occurs on the third anniversary of the grant date (between 0 and 55,300 shares), subject to the Company's cumulative growth in "LTI Book Value" per share (as defined in the grant document). The RSUs are generally subject to a one-year holding period after vesting.
(6)  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.
(7)  Vesting occured on the third anniversary of the grant date based on satisfaction of perforrmance metrics, subject to the certification of these results on May 14, 2019.
(8)  Not Applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HALL J FRANKLIN
RADIAN GROUP INC.
1500 MARKET STREET
PHILADELPHIA, PA 19102

Sr. EVP - CFO

Signatures
Edward J. Hoffman, /s/ Edward J. Hoffman (POA) Atty-in-fact 5/16/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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