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 *
Bryce Bazemore Teresa
  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)
President of Radian Guaranty
(Last)
(First)
(Middle)
RADIAN GROUP INC., 1601 MARKET STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2013
(Street)

PHILADELPHIA, PA 19103
4. If Amendment, Date Original Filed(Month/Day/Year)
05/13/2013
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 05/13/2013   M   18,200 (1) A $ 0 129,859 D  
Common Stock 05/13/2013   F   5,550 (3) (6) D $ 13.26 124,309 D  
Common Stock 05/13/2013   F   10,093 (4) (6) D $ 13.37 114,216 (2) (6) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (stock settled) $ 0 05/13/2013   M     18,200 (1) 05/13/2013 05/13/2013 Common Stock 18,200 (1) (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bryce Bazemore Teresa
RADIAN GROUP INC.
1601 MARKET STREET
PHILADELPHIA, PA 19103
      President of Radian Guaranty  

Signatures

 Edward J. Hoffman /s/, Edward J. Hoffman (POA) Atty-in-fact   08/14/2013
**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) Represents shares acquired upon vesting of 50% of outstanding performance-based Restricted Stock Units (stock settled) granted on May 12, 2010. Remaining 50% of outstanding award was canceled due to failure to satisfy certain performance metrics.
(2) Includes 1307 shares acquired through the Employee Stock Purchase Plan on June 30, 2012 and 930 shares acquired through the Employee Stock Purchase Plan on December 31, 2012.
(3) Represents surrendered shares to satisfy tax liability incurred upon the vesting of Restricted Stock Units granted May 12, 2010.
(4) Represents surrendered shares to satisfy tax liability incurred upon the vesting of Restricted Stock granted May 13, 2009.
(5) Not Applicable.
(6) Actual shares issued and shares withheld for taxes, as adjusted to correct prior calculation related to tax withholding.

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