SEC Form 4 · accession 0001181431-15-002304
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 9, 2015
Accepted (ET)
Feb 11, 2015 · 4:58 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 | Feb 9, 2015 | F | 52,776 | $25.22 | D | 1,004,207 | D | |
| Common SharesF2 | Feb 9, 2015 | D | 0 | $25.22 | D | 1,004,207 | D | |
| Common SharesF3 | Feb 9, 2015 | M | 136,863 | $0.00 | A | 1,141,070 | D | |
| Common SharesF1 | Feb 9, 2015 | F | 61,423 | $25.22 | D | 1,079,647 | D | |
| Common Shares | Feb 9, 2015 | M | 166,667 | $18.03 | A | 1,246,314 | D | |
| Common SharesF5 | Feb 9, 2015 | F | 140,534 | $25.22 | D | 1,105,780 | 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 UnitsF3,F4 | — | Feb 9, 2015 | M | 112,923 | D | — | — | Common Shares | 112,923 | 159,500 | D |
| Options to Acquire Common SharesF7,F6 | $18.03 | Feb 9, 2015 | M | 166,667 | D | — | Feb 10, 2015 | Common Shares | 166,667 | 0 | D |
Explanation of responses
- F1Common Stock being withheld to pay tax liability.
- F2Represents cash settlement of a fraction of a restricted stock unit granted pursuant to the Assured Guaranty Ltd. 2004 Long Tern Incentive Plan which meets the requirements of Rule 16b-3.
- F3Performance share units awarded pursuant to the Assured Guaranty 2004 Long-Term Incentive Plan. Using the highest 40-day average stock price during the performance period (1/1/12 to 12/31/2014), 121.20% of the performance share units granted became vested. The number of Common Shares delivered equals the number of performance share units granted multiplied by 121.20%.
- F4Total includes performance share units from other tranches with different performance measures, performance periods and vesting dates, but does not include 918,244 outstanding options.
- F5Represents the payment of the exercise price and withholding taxes of an employee srock option through the attestation of previously owned shares.
- F6Options vested as follows: 1/3 on 2/10/2006, 1/3 on 2/10/2007 and 1/3 on 2/10/2008.
- F7All options of this tranche have been exercised. The total number of options from other tranches with different exercise prices, vesting terms and expiration dates is 918,244, but does not include 159,500 outstanding performance share units.