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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Share Units (1) | (2) | 12/19/2008 | D | 1,190.8678 (3) (4) | (8) | (8) | Common Stock | 1,190.8678 | $ 64.31 | 17,363.6205 (10) | D | ||||
Share Units (1) | (2) | 12/19/2008 | D | 1,502.8006 (3) (5) | (8) | (8) | Common Stock | 1,502.8006 | $ 57.85 | 15,860.8199 (10) | D | ||||
Share Units (1) | (2) | 12/19/2008 | D | 4,304.0567 (3) (6) | (8) | (8) | Common Stock | 4,304.0567 | $ 7.34 | 11,556.7632 (10) | D | ||||
Share Units (1) | (2) | 12/19/2008 | D | 78.1112 (7) | (8) | (8) | Common Stock | 78.1112 | (9) | 11,478.652 (10) (11) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CASE KARL E 106 CENTRAL STREET WELLESLEY, MA 02481 |
X |
Dan D. Stilwell, Attorney-in-fact | 12/19/2008 | |
**Signature of Reporting Person | Date |
* | 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 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 acquired through compensation deferral. Dividends which would have been received on shares represented by Share Units are also invested in Share Units. The Share Units are settled in cash, generally at the time the reporting person ceases to be a Director of the Issuer, unless a qualified election for earlier distribution was made by 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) | The reporting person elected in May 2000 to have his Share Units paid out in five annual installments beginning July 1, 2006. However, due to administrative error by the issuer, the 2006, 2007 and 2008 installments were paid on the Transaction Date rather than in accordance with the election timing. |
(4) | This transaction represents the Share Unit installment payout originally elected to be made on July 1, 2006. |
(5) | This transaction represents the Share Unit installment payout originally elected to be made on July 1, 2007. |
(6) | This transaction represents the Share Unit installment payout originally elected to be made on July 1, 2008. |
(7) | These Share Units were originally credited to the reporting person for dividend reinvestment on the Share Unit installment amounts referenced above. These Share Units have been eliminated by forfeiture back to the issuer. |
(8) | These Share Units do not become exercisable or expire on a fixed date. (Generally, the Share Units become payable at the time the reporting person ceases to be a Director of the Issuer, unless a qualified election for an earlier payout has been made by the Director.) |
(9) | These Share Units were forfeited to the issuer. No price was paid or received by the reporting person in connection with the forfeiture. |
(10) | The number of Share Units beneficially owned by the reporting person includes Share Units owned prior to August 15, 1996, which were and continue to be exempt from Section 16 of the Securities and Exchange Act of 1934. The reporting person disclaims any waiver of such exemption. |
(11) | Under the election referred to above, remaining Share Units of the reporting person are scheduled to be paid out in two remaining installments on July 1, 2009 and July 1, 2010. |
Remarks: This Form 4 is being signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney. |