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*
McCluskey Mary Therese
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Medical Officer
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)
Code V Amount (A) or (D) Price
Common Stock 05/03/2011 M(1) 8,437 A $34.48 45,988 D
Common Stock 05/03/2011 M(1) 866 A $33.69 46,854 D
Common Stock 05/03/2011 S(1) 866 D $67.1925 45,988 D
Common Stock 05/03/2011 S(1) 8,437 D $67.1925 37,551 D
Common Stock 05/04/2011 M(1) 20,000 A $34.48 57,551 D
Common Stock 05/04/2011 M(1) 2,443 A $30.63 59,994 D
Common Stock 05/04/2011 M(1) 356 A $33.69 60,350 D
Common Stock 05/04/2011 S(1) 356 D $66.2043 59,994 D
Common Stock 05/04/2011 S(1) 533 D $66.9101 59,461 D
Common Stock 05/04/2011 S(1) 600 D $66.9617 58,861 D
Common Stock 05/04/2011 S(1) 2,443 D $66.2043 56,418 D
Common Stock 05/04/2011 S(1) 9,400 D $66.1564 47,018 D
Common Stock 05/04/2011 S(1) 9,467 D $66.1676 37,551 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) $34.48 05/03/2011 M(1) 8,437 10/01/2011(2) 10/01/2014(3) Common Stock 8,437 $0.0000(4) 26,563 D
Employee Stock Option (right to buy) $33.69 05/03/2011 M(1) 866 12/31/2011(5) 03/12/2015(6) Common Stock 866 $0.0000(4) 638 D
Employee Stock Option (right to buy) $34.48 05/04/2011 M(1) 20,000 10/01/2011(5) 10/01/2014(3) Common Stock 20,000 $0.0000(4) 6,563 D
Employee Stock Option (right to buy) $33.69 05/04/2011 M(1) 356 12/31/2011(7) 03/12/2015(6) Common Stock 356 $0.0000(4) 282 D
Employee Stock Option (right to buy) $30.63 05/04/2011 M(1) 2,443 12/31/2011(7) 03/12/2015(8) Common Stock 2,443 $0.0000(4) 564 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 90 days thereafter.
4. No consideration was paid for the Option.
5. The Option shall become vested as to twenty-five percent (25%) of the Option Shares on the first anniversary of the Date of Grant, and as to 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 October 1, 2011.
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 6.25% on March 31, 2008, and an additional 6.25% quarterly thereafter, such that the Option shall be 100% vested on December 31, 2011.
8. Options expire 7 years from the date of grant except upon separation, whereupon vested options expire 1 year following the termination date.
/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).
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