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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Truess James W

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2011

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	04/30/2011		F⁽¹⁾		1,584	D	$68.3	147,887	D
Common Stock	05/02/2011		M⁽²⁾		18,000	A	$31.32	165,887	D
Common Stock	05/02/2011		M⁽²⁾		3,600	A	$32.74	169,487	D
Common Stock	05/02/2011		M⁽²⁾		1,125	A	$36.01	170,612	D
Common Stock	05/02/2011		S⁽²⁾		100	D	$69.62	170,512	D
Common Stock	05/02/2011		S⁽²⁾		205	D	$69.5186	170,307	D
Common Stock	05/02/2011		S⁽²⁾		609	D	$69.6132	169,698	D
Common Stock	05/02/2011		S⁽²⁾		1,100	D	$68.8094	168,598	D
Common Stock	05/02/2011		S⁽²⁾		1,125	D	$68.94	167,473	D
Common Stock	05/02/2011		S⁽²⁾		1,162	D	$69.5927	166,311	D
Common Stock	05/02/2011		S⁽²⁾		2,195	D	$68.8032	164,116	D
Common Stock	05/02/2011		S⁽²⁾		5,391	D	$68.7785	158,725	D
Common Stock	05/02/2011		S⁽²⁾		10,838	D	$68.8	147,887	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)	$31.32	05/02/2011		M⁽²⁾			18,000	07/05/2010	07/05/2013⁽³⁾	Common Stock	18,000	$0.0000⁽⁴⁾	53,300	D
Employee Stock Option (right to buy)	$36.01	05/02/2011		M⁽²⁾			1,125	12/31/2010	03/13/2014⁽⁵⁾	Common Stock	1,125	$0.0000⁽⁴⁾	6,154	D
Employee Stock Option (right to buy)	$32.74	05/02/2011		M⁽²⁾			3,600	12/31/2010	03/13/2014⁽³⁾	Common Stock	3,600	$0.0000⁽⁴⁾	20,545	D

Explanation of Responses:

1. The transaction represents the surrender of shares as payment of a tax liability incident to the vesting of certain shares of previously granted restricted stock.

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

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

4. No consideration was paid for the Option.

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

	/s/ Nicholas J. Pace, attorney-in-fact	05/03/2011
	** 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.