trafelet_13gmgic.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. ___)*
  

 
MGIC Investment Corporation
  
 
(Name of Issuer)
  

 
Common Stock, par value $1.00
  
 
(Title of Class of Securities)
  

 
552848103
  
 
(CUSIP Number)
  

 
January 6, 2011
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]          Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO.  552848103
  



1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet Capital Management, L.P.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.66% (4.90% as of the filing date)
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
  


 
 
 
CUSIP NO.  552848103
  



1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet & Company, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.66% (4.90% as of the filing date)
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
  

 

 
 
 
CUSIP NO.  552848103
  



 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Remy Trafelet
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,350,000 shares (9,823,500 as of the filing date)
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.66% (4.90% as of the filing date)
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
IN
 
  

 

 
 
 
CUSIP NO.  552848103
  


Item 1.
 
(a)
Name of Issuer
 
MGIC Investment Corporation
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
250 E. Kilbourn Avenue
Milwaukee, Wisconsin 53202

Item 2.
 
(a)
Name of Person Filing
 
Trafelet Capital Management, L.P.
Trafelet & Company, LLC
Remy Trafelet
 
(b)
Address of Principal Business Office or, if none, Residence
 
590 Madison Ave
39th Floor
New York, NY 10022
 
(c)
Citizenship
 
Trafelet Capital Management, L.P.  - Delaware
Trafelet & Company, LLC  - Delaware
Remy Trafelet  - United States
 
(d)
Title of Class of Securities
 
Common Stock, par value $1.00
 
(e)
CUSIP Number
 
552848103


 
 
 
CUSIP NO.  552848103
  

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4.
Ownership**
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
As of January 6, 2011, several private investment funds for which Trafelet Capital Management, L.P. serves as investment manager, held in the aggregate, 1,850,000 shares of Common Stock and options to acquire 9,500,000 shares of Common Stock.  As of the filing date, such private investment funds held, in the aggregate, 1,850,000 shares of Common Stock and options to acquire 7,973,500 shares of Common Stock.
 

 
(a)
Amount Beneficially Owned**
 
Trafelet Capital Management, L.P.  - 11,350,000 shares (9,823,500 as of the filing date)
Trafelet & Company, LLC  - 11,350,000 shares (9,823,500 as of the filing date)
Remy Trafelet  - 11,350,000 shares (9,823,500 as of the filing date)
 
(b)
Percent of Class
 
Trafelet Capital Management, L.P.  - 5.66% (4.90% as of the filing date)
Trafelet & Company, LLC  - 5.66% (4.90% as of the filing date)
Remy Trafelet  - 5.66% (4.90% as of the filing date)
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
 
 
 
CUSIP NO.  552848103
  



 
(ii)
shared power to vote or to direct the vote
   
Trafelet Capital Management, L.P.  - 11,350,000 shares (9,823,500 as of the filing date)
Trafelet & Company, LLC  - 11,350,000 shares (9,823,500 as of the filing date)
Remy Trafelet  - 11,350,000 shares (9,823,500 as of the filing date)
 
 
(iii)
sole power to dispose or to direct the disposition of
   
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
Trafelet Capital Management, L.P.  - 11,350,000 shares (9,823,500 as of the filing date)
Trafelet & Company, LLC  - 11,350,000 shares (9,823,500 as of the filing date)
Remy Trafelet  - 11,350,000 shares (9,823,500 as of the filing date)
 
 
**Shares reported herein are held by several private investment funds for which Trafelet Capital Management, L.P. serves as the investment manager.  Trafelet & Company, LLC serves as the general partner of Trafelet Capital Management, L.P. and Remy Trafelet serves as managing member of Trafelet & Company, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
 

 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
Item 10.
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
CUSIP NO.  552848103
  


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
January 13, 2011
 

TRAFELET CAPITAL MANAGEMENT, L.P.
By: Trafelet & Company, LLC,
its General Partner

By: /s/ _Remy Trafelet                                                
Remy Trafelet, Managing Member

TRAFELET & COMPANY, LLC

By: /s/   Remy Trafelet                                                
Remy Trafelet, Managing Member

REMY TRAFELET

By: /s/   Remy Trafelet                                                
Remy Trafelet, individually

 
 
 
 

Exhibit 1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of January 13, 2011, is by and among Trafelet Capital Management, L.P., Trafelet & Company, LLC, and Remy Trafelet (collectively, the "Filers").
 
   Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $1.00 per share of MGIC Investment Corporation beneficially owned by them from time to time.

    Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

   This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


TRAFELET CAPITAL MANAGEMENT, L.P.
By: Trafelet & Company, LLC,
its General Partner

By: /s/   Remy Trafelet                                                
Remy Trafelet, Managing Member

TRAFELET & COMPANY, LLC

By: /s/   Remy Trafelet                                                
Remy Trafelet, Managing Member

REMY TRAFELET

By: /s/   Remy Trafelet                                                
Remy Trafelet, individually