SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Pace Nicholas J

(Last)

(First)

(Middle)

4425 CORPORATION LANE

(Street)

VIRGINIA BEACH

23462

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,805⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	06/30/2013⁽²⁾	08/04/2016⁽³⁾	Common Stock	30,000⁽⁴⁾	$24.54	D
Employee Stock Option (right to buy)	09/28/2010⁽⁵⁾	09/28/2013⁽⁶⁾	Common Stock	10,000⁽⁴⁾	$29.59	D
Employee Stock Option (right to buy)	12/31/2011⁽⁷⁾	03/12/2015⁽³⁾	Common Stock	5,000⁽⁴⁾	$30.63	D
Employee Stock Option (right to buy)	12/31/2012⁽⁸⁾	05/07/2016⁽³⁾	Common Stock	9,162⁽⁴⁾	$31.44	D
Employee Stock Option (right to buy)	12/31/2010⁽⁹⁾	03/13/2014⁽⁶⁾	Common Stock	647⁽⁴⁾	$32.74	D

Explanation of Responses:

1. Includes 29,971 shares of restricted stock granted on 3/13/07, 3/12/08, 5/7/09, 3/9/10 and 5/13/10, respectively. These awards vest as follows: (i) 76 shares of restricted stock issued on 3/13/07 vest on 3/13/11; (ii) 368 shares of restricted stock issued on 3/12/08 vest as follows: 184 shares on 3/12/11 and 184 shares on 3/12/12; (iii) 2,982 shares of restricted stock issued on 5/7/09 vests as follows: 994 shares on 4/30/11, 994 shares on 4/30/12 and 994 shares on 4/30/13; (iv) 23,132 shares of restricted stock issued on 3/9/10 vests as follows: 4,626 shares on 12/1/11, 4,626 shares on 12/1/12, 5,783 shares on 12/1/13 and 8,097 shares on 12/1/14; and (v) 3,413 shares of restricted stock issued on 5/13/10 vests as follows: 853 shares on 4/30/11, 853 shares on 4/30/12, 853 shares on 4/30/13 and 854 shares on 4/30/14.

2. Options vest 37.5% on 1/1/2011 and 6.25% quarterly thereafter. The date in the table represents the date on which the options are fully exercisable.

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

4. Options were owned prior to Filer becoming a Section 16 reporting person.

5. Represents 9,375 vested options and 625 unvested options that vest on 9/28/10. The date on the table represents the date on which the options are fully exercisable.

6. Options expire 7 years from the date of grant except upon separation, whereupon vested options expire 90 days thereafter.

7. Represents 3,125 vested options and 1,875 unvested options that vest pro-rata on a quarterly basis, such that the options shall be 100% vested on December 31, 2011.

8. Represents 3,435 vested options and 5,727 unvested options that vest pro-rata on a quarterly basis, such that the options shall be 100% vested on December 31, 2012.

9. Represents 566 vested options and 81 unvested options that vest pro-rata on a quarterly basis, such that the options shall be 100% vested on December 31, 2010.

Remarks:

	/s/ Nicholas J Pace	08/10/2010
	** 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 5 (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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