SEC FORM 3

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^*

Donnarumma Stephen

(Last)

(First)

(Middle)

30 WOODBOURNE AVENUE

(Street)

HAMILTON

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2018

3. Issuer Name and Ticker or Trading Symbol
ASSURED GUARANTY LTD [ AGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Credit Officer

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 Shares	69,741.0408⁽¹⁾⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options to Acquire Common Shares	⁽³⁾	02/05/2019	Common Shares	10,000	$7.44	D
Options to Acquire Common Shares	⁽⁴⁾	02/24/2020	Common Shares	5,000	$19.79	D
Options to Acquire Common Shares	⁽⁵⁾	02/09/2019	Common Shares	2,241	$17.44	D
Options to Acquire Common Shares	⁽⁶⁾	02/07/2020	Common Shares	3,844	$19.24	D
Peformance Share Units	⁽⁷⁾⁽⁸⁾	02/24/2019	Common Shares	10,297	⁽⁷⁾⁽⁸⁾	D
Peformance Share Units	⁽⁸⁾⁽⁹⁾	02/22/2020	Common Shares	7,557	⁽⁸⁾⁽⁹⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

Remarks:

	/s/ Ling Chow, Attorney-in-fact	02/23/2018
	** 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 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.
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