0001209191-18-013024.txt : 20180223 0001209191-18-013024.hdr.sgml : 20180223 20180223165609 ACCESSION NUMBER: 0001209191-18-013024 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180221 FILED AS OF DATE: 20180223 DATE AS OF CHANGE: 20180223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Donnarumma Stephen CENTRAL INDEX KEY: 0001732392 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32141 FILM NUMBER: 18637418 MAIL ADDRESS: STREET 1: 30 WOODOURNE AVENUE CITY: HAMILTON STATE: D0 ZIP: HM08 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASSURED GUARANTY LTD CENTRAL INDEX KEY: 0001273813 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 WOODBOURNE AVE STREET 2: 5TH FLOOR CITY: HAMILTON BERMUDA STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-279-5700 MAIL ADDRESS: STREET 1: 30 WOODBOURNE AVE STREET 2: 5TH FLOOR CITY: HAMILTON BERMUDA STATE: D0 ZIP: HM08 FORMER COMPANY: FORMER CONFORMED NAME: AGR LTD DATE OF NAME CHANGE: 20040122 FORMER COMPANY: FORMER CONFORMED NAME: AGC HOLDINGS LTD DATE OF NAME CHANGE: 20031218 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-02-21 0 0001273813 ASSURED GUARANTY LTD AGO 0001732392 Donnarumma Stephen 30 WOODBOURNE AVENUE HAMILTON D0 BERMUDA 0 1 0 0 Chief Credit Officer Common Shares 69741.0408 D Options to Acquire Common Shares 7.44 2019-02-05 Common Shares 10000 D Options to Acquire Common Shares 19.79 2020-02-24 Common Shares 5000 D Options to Acquire Common Shares 17.44 2019-02-09 Common Shares 2241 D Options to Acquire Common Shares 19.24 2020-02-07 Common Shares 3844 D Peformance Share Units 2019-02-24 Common Shares 10297 D Peformance Share Units 2020-02-22 Common Shares 7557 D Included in the total are 7,557 restricted stock units awarded on February 22, 2017 pursuant to Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan"). These restricted stock units vest on the third anniversary of the date of the award. Included in the total are 10,297 restricted stock units awarded on February 24, 2016 pursuant to the Plan. These restricted stock units vest on the third anniversary of the date of the award. Stock option award pursuant to the Plan granted on 02/05/2009. These options vested: 1/3 on the first anniversary of the date of the award, 1/3 on the second anniversary of the date of the award and 1/3 on the third anniversary of the date of the award. Stock option award pursuant to the Plan granted on 02/24/2010. These options vested: 1/3 on the first anniversary of the date of the award, 1/3 on the second anniversary of the date of the award and 1/3 on the third anniversary of the date of the award. Stock option award pursuant to the Plan granted on 02/09/2012. These options vested on the third anniversary of the date of the award. Stock option award pursuant to the Plan granted on 02/07/2013. These options vested on the third anniversary of the date of the award. Performance share units awarded pursuant to the Plan. Each performance share unit represents a contingent right to receive one Common Share of the Company. With limited exceptions, the performance share units vest on 2/24/2019, if at all, at the end of the performance period (7/1/2017 to 12/31/2018), assuming that the holder remains employed at such time, based on the Company's Common Share price using the highest 40-day average stock price during the performance period as follows: 200% if the share price reaches $36; 100% if the share price reaches $32; and 50% if the share price reaches $28 (with interpolation between those prices). If the share price does not reach $28, none of the performance share units will vest. To the extent unvested performance share units do not become vested units at the end of the applicable performance period as described above, such unvested performance share units will expire at the end of such performance period. Upon vesting, one Common Share will be delivered for each vested performance share unit. Performance share units awarded pursuant to the Plan. Each performance share unit represents a contingent right to receive one Common Share of the Company. With limited exceptions, the performance share units vest on 2/22/2020, if at all, at the end of the performance period (7/1/2018 to 12/31/2019), assuming that the holder remains employed at such time, based on the Company's Common Share price using the highest 40-day average stock price during the performance period as follows: 200% if the share price reaches $50; 100% if the share price reaches $46; and 50% if the share price reaches $42 (with interpolation between those prices). If the share price does not reach $42, none of the performance share units will vest. /s/ Ling Chow, Attorney-in-fact 2018-02-23 EX-24.3_771955 2 poa.txt POA DOCUMENT Assured Guaranty Ltd. Power of Attorney Section 16(a) Reports The undersigned, in his capacity as an executive officer of Assured Guaranty Ltd., does hereby appoint each of Robert A. Bailenson, Dominic J. Frederico, Ivana M. Grillo, Richard J. Bauerfeld and Ling Chow, his true and lawful attorney, to execute in his name, place and stead, in his capacity as a director and/or executive officer of said company, any and all reports required by Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any and all amendments thereto, and all other documents necessary or incidental in connection therewith, and to file or cause to be filed the same with the Securities and Exchange Commission, the New York Stock Exchange and such other exchanges and authorities as may be necessary or appropriate. Said attorneys shall each have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, each and every act requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of any of said attorneys. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports under Section 16(a) of the Exchange Act with respect to the undersigned's holdings of and transactions in securities issued by Assured Guaranty Ltd. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 20th day of February, 2018. /s/ Stephen Donnarumma