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) 09/01/2011 | ||||||||||||||||||||||||||
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 | 09/01/2011 | M(1) | 3,600 | A | $32.74 | 154,024 | D | |||
Common Stock | 09/01/2011 | M(1) | 1,125 | A | $36.01 | 155,149 | D | |||
Common Stock | 09/01/2011 | M(1) | 800 | A | $30.63 | 155,949 | D | |||
Common Stock | 09/01/2011 | M(1) | 400 | A | $33.69 | 156,349 | D | |||
Common Stock | 09/01/2011 | S(1) | 300 | D | $50.0733(2) | 156,049 | D | |||
Common Stock | 09/01/2011 | S(1) | 600 | D | $50.2317(3) | 155,449 | D | |||
Common Stock | 09/01/2011 | S(1) | 900 | D | $49.1579(4) | 154,549 | D | |||
Common Stock | 09/01/2011 | S(1) | 1,125 | D | $49.63 | 153,424 | D | |||
Common Stock | 09/01/2011 | S(1) | 1,200 | D | $50.75 | 152,224 | D | |||
Common Stock | 09/01/2011 | S(1) | 1,800 | D | $49.1851(5) | 150,424 | 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) | $36.01 | 09/01/2011 | M(1) | 1,125 | 12/31/2010 | 03/13/2014(6) | Common Stock | 1,125 | $0.0000(7) | 1,654 | D | ||||
Employee Stock Option (right to buy) | $32.74 | 09/01/2011 | M(1) | 3,600 | 12/31/2010 | 03/13/2014(8) | Common Stock | 3,600 | $0.0000(7) | 6,145 | D | ||||
Employee Stock Option (right to buy) | $33.69 | 09/01/2011 | M(1) | 400 | 12/31/2011(9) | 03/12/2015(6) | Common Stock | 400 | $0.0000(7) | 10,936 | D | ||||
Employee Stock Option (right to buy) | $30.63 | 09/01/2011 | M(1) | 800 | 12/31/2011(10) | 03/12/2015(11) | Common Stock | 800 | $0.0000(7) | 21,871 | D | ||||
Employee Stock Option (right to buy) | $47.3(12) | 09/02/2011 | A | 5,741 | 12/31/2014(13) | 09/02/2018(11) | Common Stock | 5,741 | $0.0000(7) | 5,741 | D |
Explanation of Responses: |
1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan. Upon request by the SEC, the issuer or a security holder of the issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price. |
2. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $49.97 to $50.25 inclusive. |
3. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $50.01 to $50.79 inclusive. |
4. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $48.84 to $49.6508 inclusive. |
5. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $48.82 to $49.65 inclusive. |
6. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 2 years after termination of service with the Company. |
7. No consideration was paid for the Option. |
8. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 90 days after termination of service with the Company. |
9. On March 12, 2008, the Issuer granted the Reporting Person an option to purchase 14,536 shares of the Issuer's Common Stock. The Option vested as to 6.25% of the shares on March 31, 2008 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2011. |
10. On March 12, 2008, the Issuer granted the Reporting Person an option to purchase 29,071 shares of the Issuer's Common Stock. The Option vested as to 6.25% of the shares on March 31, 2008 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2011. |
11. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 1 year after termination of service with the Company. |
12. The price reflects the closing price of the Issuer's Common Stock on the date of grant. |
13. The Option shall vest over four years with twenty-five percent (25%) vesting on December 31, 2011, and an additional twenty-five percent (25%) of the Option shares vesting on December 31 of each year thereafter, such that the Option shall become fully (100%) vested on December 31, 2014. |
/s/ Nicholas J. Pace, attorney-in-fact | 09/06/2011 | |
** 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. |