SEC Form 4 · accession 0001181431-15-002091
ASSURED GUARANTY LTD · AGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dominic Frederico
Officer — President/CEO/Deputy Chairman · Director
Period of report
Feb 4, 2015
Accepted (ET)
Feb 6, 2015 · 5:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001273813
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Feb 4, 2015 | A | 87,959 | — | A | 1,056,983 | D | |
| Common Shares | holding | — | — | — | 9,400 | I | By Wife | |
| Common Shares | holding | — | — | — | 200 | I | By Daughter | |
| Common Shares | holding | — | — | — | 345,000 | I | By Family Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF5,F3,F4 | — | Feb 4, 2015 | A | 87,959 | A | — | — | Common Shares | 87,959 | 272,423 | D |
Explanation of responses
- F1Restricted stock units awarded pursuant to the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan"). With limited exceptions, the restricted stock units vest on 2/4/2018, assuming that the holder remains employed at such time. Upon vesting, one Common Share will be delivered for each vested restricted stock unit.
- F2Total includes 348 shares purchased on 12/31/2014 pursuant to the Assured Guaranty Ltd. Stock Purchase Plan which meets the requirements of Rule 16b-3.
- F3Performance share units awarded pursuant to the Plan. Each performance share unit represents a contingent right to receive one Common Share of the Company. With limited exceptions, the performance share units vest on 2/4/2018, if at all, at the end of the performance period (7/1/2016 to 12/31/2017), assuming that the holder remains employed at such time, based on the Company's Common Share price using the highest 40-day average stock price during the performance period as follows: 200% if the share price reaches $36; 100% if the share price reaches $32; and 50% if the share price reaches $28 (with interpolation between those prices). If the share price does not reach $28, none of the performance share units will vest.
- F4To the extent unvested performance share units do not become vested units at the end of the applicable performance period as described above, such unvested performance share units will expire at the end of such performance period. Upon vesting, one Common Share will be delivered for each vested performance share unit.
- F5Total includes performance share units from other tranches with different performance measures, performance periods and vesting dates, but does not include 1,084,911 outstanding options of various tranches.