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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Whitley-Taylor Linda

(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)
	EVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2011

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	05/03/2011		M⁽¹⁾		1,315	A	$39.42	38,586	D
Common Stock	05/03/2011		S⁽¹⁾		137	D	$67.9493	38,449	D
Common Stock	05/03/2011		S⁽¹⁾		1,178	D	$67.1045	37,271	D
Common Stock	05/04/2011		M⁽¹⁾		2,435	A	$39.42	39,706	D
Common Stock	05/04/2011		M⁽¹⁾		567	A	$36.62	40,273	D
Common Stock	05/04/2011		M⁽¹⁾		344	A	$34.58	40,617	D
Common Stock	05/04/2011		S⁽¹⁾		344	D	$66.207	40,273	D
Common Stock	05/04/2011		S⁽¹⁾		567	D	$66.207	39,706	D
Common Stock	05/04/2011		S⁽¹⁾		2,435	D	$66.207	37,271	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)	$39.42	05/03/2011		M⁽¹⁾			1,315	01/16/2012⁽²⁾	01/16/2015⁽³⁾	Common Stock	1,315	$0.0000⁽⁴⁾	9,935	D
Employee Stock Option (right to buy)	$39.42	05/04/2011		M⁽¹⁾			2,435	01/16/2012⁽²⁾	01/16/2015⁽³⁾	Common Stock	2,435	$0.0000⁽⁴⁾	7,500	D
Employee Stock Option (right to buy)	$34.58	05/04/2011		M⁽¹⁾			344	12/31/2012⁽⁵⁾	05/07/2016⁽⁶⁾	Common Stock	344	$0.0000⁽⁴⁾	1,375	D
Employee Stock Option (right to buy)	$36.62	05/04/2011		M⁽¹⁾			567	12/31/2013⁽⁷⁾	05/13/2017⁽³⁾	Common Stock	567	$0.0000⁽⁴⁾	1,702	D

Explanation of Responses:

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

2. Options vest 25% on the first anniversary of the Date of Grant, and 6.25% quarterly thereafter. The date in the table represents the date on which the options are fully exercisable.

3. Options expire 7 years from the date of grant except upon separation, whereupon vested options expire 1 year following the termination date.

4. No consideration was paid for the Option.

5. The Option shall become vested as to twelve and one-half percent (12.5%) on June 30, 2009, and an additional six and one-quarter percent (6.25%) of the Option shares quarterly thereafter, such that the Option shall become fully (100%) vested on December 31, 2012.

6. Options expire 7 years from the date of grant except upon separation, whereupon options expire 2 years following the termination date.

7. The Option shall become vested as to twelve and one-half percent (12.5%) on June 30, 2010, and an additional six and one-quarter percent (6.25%) of the Option shares quarterly thereafter, such that the Option shall become fully (100%) vested on December 31, 2013.

	/s/ Nicholas J. Pace, attorney-in-fact	05/05/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.