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^*

ROOT LEON A JR

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011

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	02/22/2011		M⁽¹⁾		2,602	A	$18.54	35,966	D
Common Stock	02/22/2011		S⁽¹⁾		2,602	D	$56.4197	33,364	D
Common Stock	02/23/2011		A⁽²⁾		2,048	A	$0.0000⁽³⁾	35,412	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)	$18.54	02/22/2011		M⁽¹⁾			2,602	01/01/2007	02/11/2014	Common Stock	2,602	$0.0000⁽⁴⁾	0.0000	D

Explanation of Responses:

1. Transaction executed pursuant to 10(b)5-1 plan.

2. On May 13, 2010, the Issuer awarded 2,048 shares of restricted stock to the Reporting Person pursuant to the Issuer's 2009 Equity Incentive Plan, with such shares being subject to reduction at a rate of 2% of the shares for every $0.01 of diluted earnings per share less than $2.50 earned by the Issuer in 2010, as determined under U.S. generally accepted accounting principles, subject to certain adjustments. Based on the Issuer's $5.40 earnings per diluted share for the year ended December 31, 2010 as set forth in the Issuer's audited consolidated financial statements, the 2,048 shares of restricted stock shall not be reduced and 2,048 shares shall vest over four (4) years, with twenty-five percent (25%) vesting on April 30, 2011, and twenty-five percent (25%) vesting on April 30th of each year thereafter, such that all shares shall be vested on April 30, 2014, subject to Reporting Person's continued employment.

3. The transaction is a grant of Restricted Stock for which no consideration was paid.

4. The transaction was an exercise of stock options.

	/s/ Nicholas J. Pace, attorney-in-fact	02/24/2011
	** 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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