SEC FORM 4

SEC Form 4

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^*

BALDWIN STANLEY F

(Last)

(First)

(Middle)

4425 CORPORATION LANE

(Street)

VIRGINIA BEACH

23462

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERIGROUP CORP [ AGP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2010

4. If Amendment, Date of 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

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	08/04/2010		M		9,000	A	$22.75	47,453	D
Common Stock	08/04/2010		M		9,000	A	$22.75	56,453	D
Common Stock	08/04/2010		M		4,400	A	$13.39	60,853	D
Common Stock	08/04/2010		M		4,331	A	$24.54	65,184	D
Common Stock	08/04/2010		S⁽¹⁾		4,331	D	$39	60,853	D
Common Stock	08/04/2010		S⁽¹⁾		4,400	D	$39	56,453	D
Common Stock	08/04/2010		S⁽¹⁾		9,000	D	$39	47,453	D
Common Stock	08/04/2010		S⁽¹⁾		9,000	D	$38	38,453	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$13.39	08/04/2010		M			4,400	01/01/2006	02/10/2013⁽²⁾	Common Stock	4,400	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$22.75	08/04/2010		M			9,000	12/31/2009	02/14/2013⁽⁴⁾	Common Stock	9,000	$0⁽³⁾	18,430	D
Employee Stock Option (right to buy)	$22.75	08/04/2010		M			9,000	12/31/2009	02/14/2013⁽⁴⁾	Common Stock	9,000	$0⁽³⁾	9,430	D
Employee Stock Option (right to buy)	$24.54	08/04/2010		M			4,331	12/31/2010	08/04/2016⁽⁵⁾	Common Stock	4,331	$0⁽³⁾	12,994	D

Explanation of Responses:

1. Transaction executed pursuant to 10(b)5-1 plan.

2. Options expire ten years from the date of grant except upon separation, whereupon options expire 90 days thereafter.

3. The transaction was an exercise of stock options.

4. Options expire 7 years from the date of grant except upon separation, whereupon options expire 2 years following the termination date.

5. Options expire 7 years from the date of grant except upon separation, whereupon vested options expire 1 year following the termination date.

Remarks:

	/s/ Nicholas J. Pace, attorney-in-fact	08/06/2010
	** 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).
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