SEC Form 4
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
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 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*
CARLSON JAMES G
(Last) (First) (Middle)
4425 CORPORATION LANE
(Street)
VIRGINIA BEACH VA 23462
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERIGROUP CORP [ AGP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2012
4. 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 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 Stock 12/06/2012 M 140,000 A $41.6 378,188 D
Common Stock 12/06/2012 M 110,977 A $31.44 489,165 D
Common Stock 12/06/2012 M 94,606 A $18.54 583,771 D
Common Stock 12/06/2012 M 87,211 A $30.63 670,982 D
Common Stock 12/06/2012 M 80,000 A $30.63 750,982 D
Common Stock 12/06/2012 M 50,824 A $32.74 801,806 D
Common Stock 12/06/2012 M 43,606 A $33.69 845,412 D
Common Stock 12/06/2012 M 33,756 A $34.58 879,168 D
Common Stock 12/06/2012 M 20,435 A $36.62 899,603 D
Common Stock 12/06/2012 M 12,396 A $36.01 911,999 D
Common Stock 12/06/2012 M 3,578 A $58.83 915,577 D
Common Stock 12/06/2012 M 3,578 A $47.3 919,155 D
Common Stock 12/06/2012 F 426,224 D $91.85 492,931 D
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
Employee Stock Option (right to buy) $18.54 12/06/2012 M 94,606 01/01/2007 02/11/2014 Common Stock 94,606 $0.0000 0.0000 D
Employee Stock Option (right to buy) $30.63 12/06/2012 M 80,000 03/12/2012 03/12/2015 Common Stock 80,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $41.6 12/06/2012 M 140,000 08/10/2005 02/09/2015 Common Stock 140,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $36.01 12/06/2012 M 12,396 12/31/2010 03/13/2014 Common Stock 12,396 $0.0000 0.0000 D
Employee Stock Option (right to buy) $32.74 12/06/2012 M 50,824 12/31/2010 03/13/2014 Common Stock 50,824 $0.0000 0.0000 D
Employee Stock Option (right to buy) $33.69 12/06/2012 M 43,606 12/31/2011 03/12/2015 Common Stock 43,606 $0.0000 0.0000 D
Employee Stock Option (right to buy) $30.63 12/06/2012 M 87,211 12/31/2011 12/31/2015 Common Stock 87,211 $0.0000 0.0000 D
Employee Stock Option (right to buy) $34.58 12/06/2012 M 33,756 12/31/2012(1) 05/07/2016(2) Common Stock 33,756 $0.0000 2,251 D
Employee Stock Option (right to buy) $31.44 12/06/2012 M 110,977 12/31/2012(3) 05/07/2016(4) Common Stock 110,977 $0.0000 7,399 D
Employee Stock Option (right to buy) $36.62 12/06/2012 M 20,435 12/31/2013(5) 05/13/2017(4) Common Stock 20,435 $0.0000 9,289 D
Employee Stock Option (right to buy) $58.83 12/06/2012 M 3,578 12/31/2014(6) 03/03/2018(4) Common Stock 3,578 $0.0000 10,734 D
Employee Stock Option (right to buy) $47.3 12/06/2012 M 3,578 12/31/2014(7) 09/02/2018(4) Common Stock 3,578 $0.0000 10,734 D
Explanation of Responses:
1. On May 7, 2009, the Issuer granted the Reporting Person an option to purchase 36,007 shares of the Issuer's Common Stock. The Option vested as to 12.5% of the shares on June 30, 2009 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2012.
2. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 2 years after termination of service with the Company.
3. On May 7, 2009, the Issuer granted the Reporting Person an option to purchase 118,376 shares of the Issuer's Common Stock. The Option vested as to 12.5% of the shares on June 30, 2009 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2012.
4. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 1 year after termination of service with the Company.
5. On May 13, 2010, the Issuer granted the Reporting Person an option to purchase 29,724 shares of the Issuer's Common Stock. The Option vested as to 12.5% of the shares on June 30, 2010 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2013.
6. On March 3, 2011, the Issuer granted the Reporting Person an option to purchase 14,312 shares of the Issuer's Common Stock. The Option vested as to 25% of the shares on December 31, 2011 and an additional 25% of the shares vesting on December 31st of each year thereafter, such that the Option becomes fully vested as to all shares on December 31, 2014.
7. On September 2, 2011, the Issuer granted the Reporting Person an option to purchase 14,312 shares of the Issuer's Common Stock. The Option vested as to 25% of the shares on December 31, 2011 and an additional 25% of the shares vesting on December 31st of each year thereafter, such that the Option becomes fully vested as to all shares on December 31, 2014.
/s/ Nicholas J. Pace, attorney-in-fact 12/10/2012
** 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).
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