View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Zandi Mark
(Last) (First) (Middle)
C/O MGIC INVESTMENT CORPORATION
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)
11/23/2022
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
Common Stock 11/23/2022 A 61.2194 A (1) 8,295.0784 D
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(2) (3) 11/23/2022 A 330.9368 (5) (6) Common Stock 330.9368 (4) 44,840.9776 D
Explanation of Responses:
1. Dividends paid on Restricted Stock Units awarded under the Issuer's 2020 Omnibus Incentive Plan. No price was paid by the reporting person for them.
2. 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 and/or acquired through compensation deferral.
3. 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.
4. These Share Units were acquired through phantom dividend reinvestment and no price was paid by the reporting person for the Share Units.
5. These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person.
6. These Share Units do not expire on a fixed date. They will be settled in cash at the time the underlying units are settled.
Remarks:
Leslie A. Schunk, Attorney-in-Fact 11/23/2022
** 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.
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 Number.
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 of Timothy A. Chrapko, Shelby E. Heinrich, Heidi A.
Heyrman, Paula C. Maggio, Brian M. Remington, Leslie A. Schunk, and
Martha F. Tsuchihashi as the undersigned's attorney-in-fact and agent to:
(i) apply on behalf of the undersigned for access codes (if necessary)
for the EDGAR System, and (ii) sign on behalf of the undersigned and file
any Form 3, Form 4, or Form 5 for the undersigned with the Securities and
Exchange Commission 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 27, 2021
Signature:   /s/  Mark M. Zandi
Please print or type name:       Mark M. Zandi


ACKNOWLEDGMENT
STATE OF WISCONSIN  )
COUNTY OF MILWAUKEE  )

Before me, a Notary Public in and for the State of Wisconsin, on this day
personally appeared Mark M. Zandi, known to me to be the person whose
name is subscribed to the foregoing Limited Power of Attorney, and
acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.

Given under my hand and official seal this 27th day of October, 2021.

(SEAL)
By:     /s/  Patricia A. Fitchett
Notary Public, State of Wisconsin
Print Name:   Patricia A. Fitchett
My commission expires:  October 3, 2025