FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERIGROUP CORP [ AGP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/13/2007 | A | 6,376(1) | A | $0(2) | 6,376 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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) | $32.74(3) | 03/13/2007 | A | 35,580 | 12/31/2010(4) | 03/13/2014(5) | Common Stock | 35,580 | $0(6) | 35,580 | D | ||||
Employee Stock Option (right to buy) | $36.01(7) | 03/13/2007 | A | 5,118 | 12/31/2010(4) | 03/13/2014(8) | Common Stock | 5,118 | $0(6) | 5,118 | D |
Explanation of Responses: |
1. The transaction is a grant of Restricted Stock, which shall vest over four (4) years, with twenty-five percent (25%) vesting on each anniversary of the Date of Grant (March 13, 2007), such that all of the shares of Restricted Stock shall be vested on the fourth anniversary of the Date of Grant (March 13, 2011). |
2. The transaction is a grant of restricted stock for which no consideration was paid. |
3. The price reflects the closing price on the last trading day immediately preceding the date of grant. |
4. The Option shall become vested as to six and one-quarter percent (6.25%) on March 31, 2007 and, an additional six and one-quarter percent (6.25%) of the Option Shares quarterly thereafter, such that the Option shall become fully (100%) vested on December 31, 2010. |
5. Options expire 7 years from the date of grant except upon separation, whereupon options expire 90 days thereafter. |
6. No consideration was paid for the option. |
7. The price reflects 110% of the closing price on the last trading day immediately preceding the date of grant. |
8. Options expire 7 years from the date of grant. Upon separation, vested options may be exercised for 2 years thereafter, not to exceed 7 years from the date of grant. |
Remarks: |
Richard C. Zoretic | 03/15/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |