SEC Form 4 · accession 0000890926-16-000079
RADIAN GROUP INC · RDN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Derek Brummer
Officer — EVP and Chief Risk Officer
Period of report
Jul 9, 2015
Accepted (ET)
Feb 4, 2016 · 8:48 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890926
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 10,182 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option - Performance AwardF2,F4 | $18.42 | Jul 9, 2015 | A | 8,780 | A | Jul 9, 2018 | Jul 8, 2025 | Common Stock | 8,780 | 8,780 | D |
| Restricted Stock Units -Performance Award (stock settled)F5,F6,F4,F3 | $0.00 | Jul 9, 2015 | A | 21,900 | A | Jul 9, 2019 | — | Common Stock | 21,900 | 21,900 | D |
Explanation of responses
- F1Includes 585 shares of common stock acquired through the Radian Group Inc. 2008 Employee Stock Purchase Plan, on June 30, 2015.
- F2Non-Qualified Stock Options: Vesting is 50% on or after the third anniversary of the grant and 50% on or after the fourth anniversary of the grant, provided that Radian's common stock has closed at least 25% above the exercise price of the option for 10 consecutive trading days ending at any point on or after the third anniversary of the grant date.
- F3Each Restricted Stock Unit represents a contingent right to receive one share of Radian Group Inc. common stock.
- F4Not Applicable.
- F5Performance Based Restricted Stock Units ("RSUs"): Vesting occurs on the third anniversary of the grant date, with payouts generally subject to a one year holding period after vesting. The potential payout for the award ranges from 0% to 200% of the target award based on Radian's absolute and relative total stockholder return ("TSR") over the three year performance period, subject to a maximum cap (the "Maximum Cap") of 6 times the value of award on the grant date. Radian's relative TSR will be measured against the median TSR of a designated peer group. Grantee will be eligible to receive a payout of greater than 125% of target only if Radian achieves an absolute TSR of at least 25%, and if Radian's TSR is negative, grantee will be eligible to receive a payout no greater than 50% of target and in certain circumstances, may receive no payout. TSR is measured generally as the change in market value of common stock during the performance period, plus dividends, as measured by comparing (x) the 20 day average trading price preceding and including the RSU date of grant, to (y) the 20 day average trading price preceding and including the last day of the performance period. The RSUs have no voting or dividend rights.
- F6The number of RSUs reported (21,900) represents the target award. As discussed in Footnote 5 above, at the end of the performance period, the grantee may earn between 0% and 200% of the target award, subject to the Maximum Cap, based on the relative and absolute performance of Radian's TSR.