Edgar Filing: MGIC INVESTMENT CORP

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 ^*

Mattke Timothy J.

2. Issuer Name and Ticker or Trading Symbol
MGIC INVESTMENT CORP [MTG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice Preident & CFO

(Last)

(First)

(Middle)

C/O MGIC INVESTMENT CORPORATION, 250 EAST KILBOURN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2016

(Street)

MILWAUKEE, WI 53202

4. If Amendment, Date Original Filed(Month/Day/Year)
03/04/2016

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								0 ⁽¹⁾ ⁽⁵⁾	I	By Issuer's Profit Sharing and Savings Plan

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Share Units

⁽²⁾

⁽³⁾

⁽⁴⁾

Common Stock

864.3765

By Issuer's Profit Sharing and Savings Plan

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mattke Timothy J. C/O MGIC INVESTMENT CORPORATION 250 EAST KILBOURN AVENUE MILWAUKEE, WI 53202			Executive Vice Preident & CFO

Signatures

Dan D. Stilwell		09/12/2016
^**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)	The reporting person owns share units in a company stock fund under the Issuer's Profit Sharing and Savings Plan. These share units were erroneously reported in the original Form 4 as well as previous Form 4s as non-derivative securities rather than derivative securities. The original Form 4 and previous Form 4s also reported the number of company stock fund share units held by the reporting person rather than the corresponding number of shares of the Issuer's common stock. Because share units in the company stock fund do not correspond on a one-for-one basis with shares of common stock of the Issuer, the number of securities held by the reporting person was overstated. This amendment is being filed to correct the securities type and the number of securities held by the reporting person. Pursuant to Instruction 9(b) to Form 4, only the lines of the Form 4 requiring correction or amendment are being restated on this amended Form 4.
(2)	The conversion price varies with the price of the Issuer's common stock. At any given time, the conversion prioce is equal to the closing price of the Issuer's common stock on the New York Stock Exchange on the previous trading day.
(3)	These derivative securities may be exercised at any time.
(4)	These derivative securities do not have an expiration date.
(5)	As of March 4, 2016.
Remarks: This Form 4 is being signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney.

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