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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EASTBOURNE CAPITAL MANAGEMENT LLC/CA

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1101 FIFTH AVENUE, SUITE 370

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2009

(Street)

SAN RAFAEL, CA 94901

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	09/14/2009		S		100,000	D	$ 9.2281	18,400,000	D
Common Stock ⁽¹⁾	09/14/2009		S		141,600	D	$ 9.1033	18,258,400	D
Common Stock ⁽¹⁾	09/14/2009		S		53,000	D	$ 9.1812	18,205,400	D
Common Stock ⁽¹⁾	09/14/2009		S		167,600	D	$ 9.2195	18,037,800	D
Common Stock ⁽¹⁾	09/14/2009		S		500,000	D	$ 9.1353	17,537,800	D
Common Stock ⁽¹⁾	09/14/2009		S		37,000	D	$ 9.13	17,500,800	D
Common Stock ⁽¹⁾	09/14/2009		S		300,800	D	$ 9.1204	17,200,000	D
Common Stock ⁽¹⁾	09/14/2009		S		200,000	D	$ 9.1371	17,000,000	D
Common Stock ⁽¹⁾	09/15/2009		S		75,100	D	$ 9.2773	16,924,900	D
Common Stock ⁽¹⁾	09/15/2009		S		50,000	D	$ 9.081	16,874,900	D
Common Stock ⁽¹⁾	09/15/2009		S		138,800	D	$ 9.4019	16,736,100	D
Common Stock ⁽¹⁾	09/15/2009		S		122,600	D	$ 9.407	16,613,500	D
Common Stock ⁽¹⁾	09/15/2009		S		250,000	D	$ 9.2173	16,363,500	D
Common Stock ⁽¹⁾	09/15/2009		S		100,000	D	$ 9.2936	16,263,500	D
Common Stock ⁽¹⁾	09/15/2009		S		350,000	D	$ 9.2386	15,913,500	D
Common Stock ⁽¹⁾	09/15/2009		S		213,500	D	$ 9.2472	15,700,000	D
Common Stock ⁽¹⁾	09/15/2009		S		23,700	D	$ 8.8	15,676,300	D
Common Stock ⁽¹⁾	09/15/2009		S		217,900	D	$ 8.8914	15,458,400	D
Common Stock ⁽¹⁾	09/15/2009		S		300,000	D	$ 8.8535	15,158,400	D
Common Stock ⁽¹⁾	09/15/2009		S		225,000	D	$ 8.8133	14,933,400	D
Common Stock ⁽¹⁾	09/15/2009		S		33,400	D	$ 8.7168	14,900,000	D
Common Stock ⁽¹⁾	09/16/2009		S		180,000	D	$ 8.96	14,720,000	D
Common Stock ⁽¹⁾	09/16/2009		S		1,034,000	D	$ 8.9757	13,686,000	D
Common Stock ⁽¹⁾	09/16/2009		S		85,000	D	$ 9.01	13,601,000	D
Common Stock ⁽¹⁾	09/16/2009		S		400,000	D	$ 8.9619	13,201,000	D
Common Stock ⁽¹⁾	09/16/2009		S		650,000	D	$ 8.9746	12,551,000	D
Common Stock ⁽¹⁾	09/16/2009		S		850,000	D	$ 8.9929	11,701,000	D
Common Stock ⁽¹⁾	09/16/2009		S		1,401,245	D	$ 8.961	10,299,755	D

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)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EASTBOURNE CAPITAL MANAGEMENT LLC/CA 1101 FIFTH AVENUE SUITE 370 SAN RAFAEL, CA 94901		X

Signatures

Eric Sippel		09/16/2009
^**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)	Eastbourne Capital Management, L.L.C. ("Eastbourne") is the general partner or manager and investment adviser of investment funds that hold these securities directly on behalf of those funds' investors. Richard Jon Barry is Eastbourne's manager and controlling person. Eastbourne and Mr. Barry hold these securities indirectly in their capacity as investment adviser and control person, respectively. Eastbourne is filing this Form 4 on behalf of itself and Mr. Barry, jointly, but not as members of a group, and each of them disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. In addition, each of them disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.