0001181431-12-008198.txt : 20120213 0001181431-12-008198.hdr.sgml : 20120213 20120213171614 ACCESSION NUMBER: 0001181431-12-008198 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120209 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brewer Russell B. II CENTRAL INDEX KEY: 0001539882 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32141 FILM NUMBER: 12600300 MAIL ADDRESS: STREET 1: 31 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 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 WOOD BOURNE AVE CITY: HAMILTON BERMUDA STATE: D0 ZIP: 0000 BUSINESS PHONE: 441-279-5700 MAIL ADDRESS: STREET 1: 30 WOOD BOURNE AVE CITY: HAMILTON BERMUDA STATE: D0 ZIP: 0000 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 4 1 rrd333768.xml X0304 4 2012-02-09 0 0001273813 ASSURED GUARANTY LTD AGO 0001539882 Brewer Russell B. II 31 WEST 52ND STREET NEW YORK NY 10019 0 1 0 0 Chief Surveillance Officer Common Shares 2012-02-09 4 F 0 2920 17.44 D 68336.0772 D Common Shares 2012-02-09 4 D 0 .0517 17.44 D 68336.0255 D Common Shares 2012-02-09 4 A 0 6936 A 75272.0255 D Employee Stock Options 17.44 2012-02-09 4 A 0 14792 0 A 2019-02-09 Common Shares 14792 24792 D Performance Share Units 2012-02-09 4 A 0 9032 0 A Common Shares 9032 9032 D Common Shares being withheld to pay tax liability. Represents cash settlement of a fraction of a restricted stock unit granted pursuant to the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan") which meets the requirements of Rule 16b-3. Restricted stock units awarded pursuant to the Plan. With limited exceptions, the restricted stock units vest on 2/9/2015, assuming that the holder remains employed at such time. Upon vesting, one Common Share will be delivered for each vested restricted stock unit. Stock options awarded pursuant to the Plan. With limited exceptions, the options become exercisable, if at all, at the end of the performance period (1/1/12 to 12/31/2014), 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: 100% if the share price reaches $30; 50% if the share price reaches $24; and 35% if the share price reaches $18 (with interpolation between those prices). If the share price does not reach $18, none of the options will vest. Total includes options from other tranches with different exercise prices, vesting terms and expiration dates. 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, if at all, at the end of the performance period (1/1/12 to 12/31/2014), 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 three year performance period as follows: 200% if the share price reaches $30; 100% if the share price reaches $24; and 35% if the share price reaches $18 (with interpolation between those prices). If the share price does not reach $18, 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. By: James M. Michener, Attorney-in-Fact 2012-02-13