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^*

Truess James W

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2011

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	09/01/2011		M⁽¹⁾		3,600	A	$32.74	154,024	D
Common Stock	09/01/2011		M⁽¹⁾		1,125	A	$36.01	155,149	D
Common Stock	09/01/2011		M⁽¹⁾		800	A	$30.63	155,949	D
Common Stock	09/01/2011		M⁽¹⁾		400	A	$33.69	156,349	D
Common Stock	09/01/2011		S⁽¹⁾		300	D	$50.0733⁽²⁾	156,049	D
Common Stock	09/01/2011		S⁽¹⁾		600	D	$50.2317⁽³⁾	155,449	D
Common Stock	09/01/2011		S⁽¹⁾		900	D	$49.1579⁽⁴⁾	154,549	D
Common Stock	09/01/2011		S⁽¹⁾		1,125	D	$49.63	153,424	D
Common Stock	09/01/2011		S⁽¹⁾		1,200	D	$50.75	152,224	D
Common Stock	09/01/2011		S⁽¹⁾		1,800	D	$49.1851⁽⁵⁾	150,424	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)	$36.01	09/01/2011		M⁽¹⁾			1,125	12/31/2010	03/13/2014⁽⁶⁾	Common Stock	1,125	$0.0000⁽⁷⁾	1,654	D
Employee Stock Option (right to buy)	$32.74	09/01/2011		M⁽¹⁾			3,600	12/31/2010	03/13/2014⁽⁸⁾	Common Stock	3,600	$0.0000⁽⁷⁾	6,145	D
Employee Stock Option (right to buy)	$33.69	09/01/2011		M⁽¹⁾			400	12/31/2011⁽⁹⁾	03/12/2015⁽⁶⁾	Common Stock	400	$0.0000⁽⁷⁾	10,936	D
Employee Stock Option (right to buy)	$30.63	09/01/2011		M⁽¹⁾			800	12/31/2011⁽¹⁰⁾	03/12/2015⁽¹¹⁾	Common Stock	800	$0.0000⁽⁷⁾	21,871	D
Employee Stock Option (right to buy)	$47.3⁽¹²⁾	09/02/2011		A		5,741		12/31/2014⁽¹³⁾	09/02/2018⁽¹¹⁾	Common Stock	5,741	$0.0000⁽⁷⁾	5,741	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan. Upon request by the SEC, the issuer or a security holder of the issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price.

2. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $49.97 to $50.25 inclusive.

3. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $50.01 to $50.79 inclusive.

4. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $48.84 to $49.6508 inclusive.

5. Represents the weighted average sales price per share. These shares were sold at prices per share that ranged from $48.82 to $49.65 inclusive.

6. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 2 years after termination of service with the Company.

7. No consideration was paid for the Option.

8. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 90 days after termination of service with the Company.

9. On March 12, 2008, the Issuer granted the Reporting Person an option to purchase 14,536 shares of the Issuer's Common Stock. The Option vested as to 6.25% of the shares on March 31, 2008 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2011.

10. On March 12, 2008, the Issuer granted the Reporting Person an option to purchase 29,071 shares of the Issuer's Common Stock. The Option vested as to 6.25% of the shares on March 31, 2008 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2011.

11. Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 1 year after termination of service with the Company.

12. The price reflects the closing price of the Issuer's Common Stock on the date of grant.

13. The Option shall vest over four years with twenty-five percent (25%) vesting on December 31, 2011, and an additional twenty-five percent (25%) of the Option shares vesting on December 31 of each year thereafter, such that the Option shall become fully (100%) vested on December 31, 2014.

	/s/ Nicholas J. Pace, attorney-in-fact	09/06/2011
	** 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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