Statement of Changes in Beneficial Ownership (4)
February 25 2020 - 5:31PM
Edgar (US Regulatory)
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Donnarumma Stephen |
2. Issuer Name and Ticker or Trading Symbol
ASSURED GUARANTY LTD
[
AGO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Credit Officer |
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(Last)
(First)
(Middle)
30 WOODBOURNE AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2020 |
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(Street)
HAMILTON, D0
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 2/22/2020 | | F | | 4073 (1) | D | $46.30 | 91574.0408 (2) | D | |
| Common Shares | 2/22/2020 | | M | | 13338 (3) | A | $0.00 | 104912.0408 | D | |
| Common Shares | 2/22/2020 | | F | | 7099 (1) | D | $46.30 | 97813.0408 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Performance Share Units | (3) | 2/22/2020 | (3) | M | | | 7557 | (3) | (3) | Common Shares | 7557 | $0.00 | 8581 (4) | D | |
| Explanation of Responses: |
| (1) | Common Shares being withheld to pay tax liability. |
| (2) | Total includes 202 shares purchased on 12/31/2019 pursuant to the Assured Guaranty Ltd. Employee Stock Purchase Plan which meets the requirements of Rule 16b-3. |
| (3) | Performance share units awarded pursuant to the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan"). Using the highest 40-day average stock price during the performance period (7/1/2018 to 12/31/2019), approximately 176.50% of the performance share units granted became vested. The number of Common Shares delivered equals the number of performance share units granted multiplied by approximately 176.50%. |
| (4) | Total includes performance units from other tranches with different performance measures, performance periods and vesting dates. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Donnarumma Stephen
30 WOODBOURNE AVENUE
HAMILTON, D0 |
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| Chief Credit Officer |
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Signatures
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| /s/ Ling Chow, Attorney-in-fact | | 2/25/2020 |
| **Signature of Reporting Person | Date |
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