Edgar Filing: Ibrahim Sanford A

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 ^*

Ibrahim Sanford A

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
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

RADIAN GROUP INC., 1601 MARKET STREET

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2008

(Street)

PHILADELPHIA, PA 19103

4. If Amendment, Date Original Filed(Month/Day/Year)
09/22/2008

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								192,450 ⁽³⁾	D

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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

Cash Right

⁽²⁾ ⁽⁴⁾

09/18/2008

10,094.81 ⁽²⁾ ⁽⁴⁾

12/31/2008

01/31/2009

Common Stock

10,094.81 ⁽²⁾ ⁽⁴⁾

⁽¹⁾

10,094.81 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ibrahim Sanford A RADIAN GROUP INC. 1601 MARKET STREET PHILADELPHIA, PA 19103	X		Chief Executive Officer

Signatures

C. Robert Quint /s/, C. Robert Quint as Power of Attorney		01/20/2009
^**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)	N/A
(2)	Represents a derivative security to be settled in cash at the closing market value of the common stock on the December 31, 2008, less the deemed purchase price of $0.9265 per share (determined by the puchase price of shares under the Issuer's Employee Stock Purchase Plan as of the July 1, 2008 inception date of the offering period.)
(3)	Ownership reporting includes 2,253* (adjusted due to error in previously reported shares acquired through the Plan) shares purchased through the Employee Stock Purchase Plan as of 6/30/08. Note that this reflects only the shares owned as of September 18, 2008.
(4)	Previously reported cash right was an estimate based on prorated shares to be available for purchase by officer on 12/31/08, but there were fewer shares available for the reporting person to purchase which then increased the cash right to the reported share equivalent reported herein. This cash right was paid to the officer on January 15, 2009.

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