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*
UHLEIN JOHN W

(Last) (First) (Middle)
AMBAC FINANCIAL GROUP, INC.
ONE STATE STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2003
3. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC [ ABK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
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 104,386(1) D
Common Stock 1,336(2) I Savings Plan Trust
Common Stock 75 I IRA
Common Stock 90 I IRA by spouse
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 03/29/2001(3) 01/24/2007 Common Stock 4,210 $31.02 D
Employee Stock Option (Right to Buy) 03/29/2001(4) 01/24/2007 Common Stock 22,500 $31.02 D
Employee Stock Option (Right to Buy) 05/29/2002(5) 01/22/2008 Common Stock 20,000 $48.66 D
Employee Stock Option (Right to Buy) 08/29/2002 04/26/2004 Common Stock 2,809 $59.18 D
Employee Stock Option (Right to Buy) 01/22/2008(6) 01/22/2009 Common Stock 22,000 $58.93 D
Employee Stock Option (Right to Buy) 03/06/2003 01/27/2005 Common Stock 8,775 $62.31 D
Employee Stock Option (Right to Buy) 03/06/2003 05/01/2005 Common Stock 3,352 $62.31 D
Employee Stock Option (Right to Buy) 10/18/2003 05/01/2005 Common Stock 1,756 $63.58 D
Employee Stock Option (Right to Buy) 01/21/2009(7) 01/21/2010 Common Stock 22,000 $56.14 D
Employee Stock Option (Right to Buy) 06/18/2004 01/26/2006 Common Stock 9,482 $69.92 D
Employee Stock Option (Right to Buy) 06/18/2004 01/24/2007 Common Stock 8,115 $69.92 D
Explanation of Responses:
1. Includes Restricted Stock Units ("RSUs") granted to the Reporting Person under the Issuer's 1997 Equity Plan, as amended.
2. Based on a plan statement as of December 12, 2003.
3. All of the shares underlying these options are exercisable.
4. All of the shares underlying these options are exercisable.
5. Exercisable as follows: 10,000 shares became exercisable on May 29, 2002. The remaining 10,000 will be exercisable after the per share price of the Issuer's common stock is or exceeds $78.00 for 20 consecutive trading on the New York Stock Exchange (NYSE). If all or a portion of the shares have not become exercisable by January 22, 2007, then such unexercisable amount shall be exercisable on January 22, 2007.
6. Exercisable as follows: 11,000 shares after the per share price of the Issuer's common stock is or exceeds $75.00 for 20 consecutive trading days on the New York Stock Exchange (NYSE). The remaining 11,000 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $90.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 22, 2008, then such unexercisable amount shall become exercisable on January 22, 2008.
7. Exercisable as follows: 11,000 shares after the per share price of the Issuer's common stock is or exceeds $72.00 for 20 consecutive trading days on the New York Stock Exchange (NYSE). The remaining 11,000 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $88.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 21, 2009, then such unexercisable amount shall become exercisable on January 21, 2009.
Remarks:
Anne G. Gill, Attorney- in-fact for John W. Uhlein 12/17/2003
** 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).
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.