SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kozlak Jodee A

(Last) (First) (Middle)
250 EAST KILBOURN AVENUE

(Street)
MILWAUKEE WI 53202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MGIC INVESTMENT CORP [ MTG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/21/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
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 Securities Underlying Derivative Security (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: 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
Share Units(1) (2)(3) 01/21/2019 A 8,591.0653 02/14/2020(5) (6) Common Stock 8,591.0653 $0.00(4) 12,183.5849 D
Explanation of Responses:
1. The reporting person participates in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units corresponding to shares of Common Stock of the Issuer ("Share Units") are awarded to the reporting person.
2. These Share Units do not have a specified dollar-denominated exercise or conversion price. (Their value is based, on a one-for-one basis, on the price of the Issuer's common stock on the New York Stock Exchange.)
3. These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution was made by the reporting person.
4. These Share Units were awarded to the reporting person pursuant to the Issuer's Deferred Compensation Plan for Non-Employee Directors and no price was paid by the reporting person for the Share Units.
5. These Share Units awarded on this transaction date are settled in cash ten business days after February 1, 2020 unless a qualified election for later distribution was made by the reporting person.
6. These Share Units do not expire on a fixed date, except that the Share Units awarded on October 24, 2018 and on this transaction date are settled in cash ten business days after February 1, 2019 and 2020, respectively, unless a qualified election for later distribution was made by the reporting person.
Remarks:
This Form 4 is being signed by the reporting person's Attorney-in-Fact pursuant to a previously filed power of attorney.
Martha F. Tsuchihashi, Attorney-in-Fact 01/23/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Limited Power of Attorney


KNOW ALL BY THESE PRESENTS, that the undersigned is required,
or may be required in the future, to file reports of changes
in beneficial ownership of equity securities of MGIC Investment
Corporation (the "Company").

To facilitate the filing of these reports, the undersigned
hereby appoints each person who is the Chief Financial Officer,
the General Counsel, the Associate General Counsel, any
Assistant General Counsel, the Secretary, or any Assistant
Secretary of the Company as the undersigned's attorney-in-fact
and agent to: (i)apply on behalf of the undersigned (if necessary)
for access to the EDGAR System maintained by  the U.S. Securities
and Exchange Commission (the "SEC"), (ii) apply on behalf of
the undersigned for access codes (if necessary) for the EDGAR
System, and (iii) sign and file on behalf of the undersigned
any Form 3, Form 4, or Form 5 to be filed by the undersigned
with the SEC or any securities exchange.

Each of the persons authorized to act as such attorney-in-fact
and agent above may do so separately without the concurrence of
the other persons.  The authority granted hereunder is granted
to the person occupying the position specified at the time such
authority is exercised.

Dated: October 8, 2018


Signature:  (s) Jodee A. Kozlak

Please print name:  Jodee A. Kozlak