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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit - Time Vested (3) | $ 0 (3) | 05/09/2018 | A | 66,920 (4) | 05/09/2019(4) | (7) | Common Stock | 66,920 (4) | (7) | 66,920 (4) | D | ||||
Restricted Stock Units - Performance Award (5) (6) | $ 0 (3) | 05/09/2018 | A | V | 150,240 (5) (6) | 05/09/2021(6) | (7) | Common Stock | 150,240 (5) (6) | (7) | 150,240 (5) (6) | D | |||
Restricted Stock Unit - Time Vested Award | $ 0 (3) | 05/10/2018 | M | 19,869 (1) | 05/10/2018(4) | (7) | Common Stock | 19,869 (1) | (7) | 40,341 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Thornberry Richard G RADIAN GROUP INC. 1500 MARKET ST PHILADELPHIA, PA 19102 |
X | Chief Executive Officer |
Edward J. Hoffman /s/, Edward J. Hoffman as Power of Attorney | 05/11/2018 | |
**Signature of Reporting Person | Date |
* | 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) | Represents shares of common stock acquired upon the vesting of one-third of time-vested RSUs granted on May 10, 2017. |
(2) | 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 one-third of the time-vested RSUs granted May 10, 2017. |
(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-vested RSUs have no voting or dividend rights. |
(5) | Each performance-based RSU represents a contingent right to receive one share of common stock. 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. |
(6) | Vesting of the performance-based RSUs occurs on the third anniversary of the grant date (between 0 and 300,480 shares), subject to the Company's cumulative growth in "LTI Book Value" per share (as defined in the grant document). Payouts are generally subject to a one-year holding period after vesting. |
(7) | Not Applicable |