X0202 4 2006-06-07 0000874501 AMBAC FINANCIAL GROUP INC ABK 0001042563 THEOBALD THOMAS C AMBAC FINANCIAL GROUP, INC. ONE STATE STREET PLAZA NEW YORK NY 10004 1 0 0 0 Common Stock 2006-06-07 4 A 0 8 79.28 A 13347 D Common Stock 1000 I As trustee for Daniel F. Theobald Common Stock 1000 I By Spouse as custodian for Fiona M. Theobald Phantom Stock Units 2006-06-07 4 A 0 2 79.28 A Common Stock 2 832 D Phantom Stock Units 2006-06-07 4 A 0 252 79.28 A Common Stock 252 1084 D Represents dividends on Restricted Stock Units ("RSUs") granted to the Reporting Person under the Issuer's 1997 Non-Employee Directors Equity Plan, as amended, which dividends are paid in the form of additional RSUs. These shares are held in a trust for the benefit of the Thomas Theobald's son. Thomas Theobald is the trustee. Thomas Theobald disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Thomas Theobald is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are held in a trust for the benefit of the Thomas Theobald's daughter. Thomas Theobald's spouse is the trustee. Thomas Theobald disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Thomas Theobald is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Each Phantom Stock Unit converts to common stock on a one to one basis. Represents dividends on Phantom Stock Units acquired under the Issuer's Deferred Compensation Plan and are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier date previously selected by the Reporting Person. These Phantom Stock Units ("PSU") were acquired under the Issuer's Deferred Compensation Plan and represent 25% of the Reporting Person's Annual Retainer Fees for serving as a director during the first quarter of 2006. These PSUs are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier date previously selected by the Reporting Person. Patricia Lo Cascio, Attorney in Fact for Thomas C. Theobald 2006-06-09