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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1. Name and Address of Reporting Person * PIERZCHALSKI LAWRENCE 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 President (Last) (First) (Middle) MGIC PLAZA, 250 EAST KILBOURN AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 05/04/2011 (Street) MILWAUKEE, WI 53202 4. If Amendment, Date 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 (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 (1) 05/04/2011   I   2.476 D $ 6.6 0 I By Issuer's Profit Sharing and Savings Plan Common Stock               434,312 (2) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy) (3)

$ 43.7

(4)

01/22/2013

Common Stock

27,000

27,000

D

Employee Stock Option (Right to Buy)

$ 68.2

(4)

01/28/2014

Common Stock

27,000

27,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PIERZCHALSKI LAWRENCE J MGIC PLAZA 250 EAST KILBOURN AVENUE MILWAUKEE, WI 53202			Executive Vice President

Signatures

Dan D. Stilwell, Attorney-in-fact		02/21/2012
**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)	This transaction was inadvertantly not previously reported by the reporting person. The reporting person received no short swing profit resulting from this transactions because he did not acquire any non-exempt securities of the issuer within 6 months of the date of this transaction. As of February 17, 2012, the reporting person did not indirectly hold any non-deriviative securities of the issuer.
(2)	The reporting person directly held 341,425 shares of common stock on the date of the transaction reported above in this Table I. The reporting person had various aquisitions and dispositions of shares of common stock of the issuer after such date, all of which were previously reported on other Form 4s. As of February 17, 2012, the reporting person directly held 434,312 shares of common stock of the issuer.
(3)	On the date of the transaction reported above in Table I, the reporting person directly held an additional 40,000 employee stock options, but such additional employee stock options expired on January 23, 2012.
(4)	All of these options are vested and exercisable in full.
Remarks: The reporting person serves as Executive Vice President - Risk Management of the Issuer's principal operating subsidiary, Mortgage Guaranty Insurance Corporation.  This form is signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney.

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