SEC FORM 4

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

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)
12/24/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/24/2012		D		510,371	D	$92	0.0000⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$34.58	12/24/2012		D			2,251	12/31/2012	05/07/2016	Common Stock	2,251	$0.0000	0.0000⁽²⁾	D
Employee Stock Option (right to buy)	$31.44	12/24/2012		D			7,399	12/31/2012	05/07/2016	Common Stock	7,399	$0.0000	0.0000⁽²⁾	D
Employee Stock Option (right to buy)	$36.62	12/24/2012		D			9,289	12/31/2013	05/13/2017	Common Stock	9,289	$0.0000	0.0000⁽²⁾	D
Employee Stock Option (right to buy)	$58.83	12/24/2012		D			10,734	12/31/2014	03/03/2018	Common Stock	10,734	$0.0000	0.0000⁽²⁾	D
Employee Stock Option (right to buy)	$47.3	12/24/2012		D			10,734	12/31/2014	09/02/2018	Common Stock	10,734	$0.0000	0.0000⁽²⁾	D
Employee Stock Option (right to buy)	$66.98	12/24/2012		D			13,384	12/31/2015	03/28/2019	Common Stock	13,384	$0.0000	0.0000⁽²⁾	D
Employee Stock Option (right to buy)	$91.43	12/24/2012		D			13,384	12/31/2015	09/28/2019	Common Stock	13,384	$0.0000	0.0000⁽²⁾	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger among WellPoint, Inc. ("WellPoint"), WellPoint Merger Sub, Inc., an indirect wholly owned subsidiary of WellPoint, and AMERIGROUP Corporation ("Amerigroup") dated as of July 9, 2012 (the "Merger Agreement"), each share of Amerigroup common stock owned by the reporting person immediately prior to the effective time of the Merger (as defined in the Merger Agreement) converted at the effective time into the right to receive $92.00 in cash.

2. Pursuant to the terms of the Merger Agreement, each option to purchase Amerigroup common stock owned by the reporting person and (1) vested as of the effective time of the Merger, converted at the effective time into the right to receive $92.00 in cash and (2) unvested as of the effective time of the Merger converted at the effective time into an option to purchase a number of shares of WellPoint common stock calculated in accordance with the terms of the Merger Agreement.

	/s/ Nicholas J. Pace, attorney-in-fact	12/27/2012
	** 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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