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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
ASSURED GUARANTY LTD [ AGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 06/26/2018 | G | V | 5,560 | D | $0.00 | 1,180,680.0034 | D | ||
Common Shares | 06/26/2018 | G | V | 5,560 | D | $0.00 | 1,175,120.0034 | D | ||
Common Shares | 06/26/2018 | G | V | 700 | D | $0.00 | 1,174,420.0034 | D | ||
Common Shares | 06/26/2018 | G | V | 560 | D | $0.00 | 1,173,860.0034 | D | ||
Common Shares | 06/27/2018 | G | V | 280 | D | $0.00 | 1,173,580.0034 | D | ||
Common Shares | 06/27/2018 | G | V | 2,100 | D | $0.00 | 1,171,480.0034 | D | ||
Common Shares | 08/30/2018 | M | 57,829 | A | $7.44 | 1,229,957.0034(1) | D | |||
Common Shares | 08/30/2018 | S | 57,829 | D | $41.08(2) | 1,172,128.0034 | D | |||
Common Shares | 08/31/2018 | M | 42,171 | A | $7.44 | 1,214,299.0034 | D | |||
Common Shares | 08/31/2018 | M | 76,123(3) | A | $17.44 | 1,290,422.0034 | D | |||
Common Shares | 08/31/2018 | S | 118,294 | D | $40.73(4) | 1,172,128.0034 | D | |||
Common Shares | 09/04/2018 | M | 35,932(3) | A | $17.44 | 1,208,060.0034 | D | |||
Common Shares | 09/04/2018 | S | 35,932 | D | $40.7(5) | 1,172,128.0034 | D | |||
Common Shares | 9,400 | I | By Wife | |||||||
Common Shares | 200 | I | By Daughter | |||||||
Common Shares | 345,000 | I | By Family Limited Partnersip |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options to Acquire Common Shares | $7.44 | 08/30/2018 | M | 57,829 | (6) | 02/05/2019 | Common Shares | 57,829 | $0.00 | 42,171(7) | D | ||||
Options to Acquire Common Shares | $7.44 | 08/31/2018 | M | 42,171 | (6) | 02/05/2019 | Common Shares | 42,171 | $0.00 | 0(7) | D | ||||
Options to Acquire Common Shares | $17.44 | 08/31/2018 | M | 76,123(3) | 02/09/2015 | 02/09/2019 | Common Shares | 76,123 | $0.00 | 35,932(7) | D | ||||
Options to Acquire Common Shares | $17.44 | 09/04/2018 | M | 35,932(3) | 02/09/2015 | 02/09/2019 | Common Shares | 35,932 | $0.00 | 0(7) | D |
Explanation of Responses: |
1. Total includes 648 shares purchased on 06/30/2018 pursuant to the Assured Guaranty Ltd. Employee Stock Purchase Plan which meets the requirements of Rule 16b-3. |
2. The Common Shares sold by the Reporting Person and reported herein were sold at a range of between $40.84 and $41.33 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent. |
3. Reflects the amount of options that vested in accordance with the performance measures described in the Form 4 reporting the grant. |
4. The Common Shares sold by the Reporting Person and reported herein were sold at a range of between $40.00 and $41.00 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent. |
5. The Common Shares sold by the Reporting Person and reported herein were sold at a range of between $40.50 and $41.07 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent. |
6. Options vested as follows: 1/3 on 02/05/2010, 1/3 on 02/05/2011 and 1/3 on 02/05/2012. |
7. All options of this tranche have been exercised. The total number of options from other tranches with different exercise prices, vesting terms and expiration dates is 100,000 (after taking into account the options exercised as reported on this Form 4). The total number of performance share units from tranches with different performance measures, performance periods and vesting dates is 254,472. |
Remarks: |
/s/ Ling Chow, Attorney-in-fact | 09/04/2018 | |
** 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. |