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David Trick

Filed: 5 Mar 19, 8:24pm
SEC Form 4
FORM 4UNITED 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*
Trick David

(Last)(First)(Middle)
AMBAC FINANCIAL GROUP, INC.
ONE STATE STREET PLAZA

(Street)
NEW YORKNY10004

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC [ AMBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Exec VP, CFO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/04/2019M7,958(1)A$051,451D
Common Stock03/04/2019F3,684(2)D$20.1147,767D
Common Stock03/04/2019M2,946(3)A$050,713D
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Share Units(4)(4)03/04/2019M7,958(1)(1)Common Stock7,958$04,252D
Restricted Stock Units(5)03/04/2019M2,946(3)(3)Common Stock2,946$018,377D
Deferred Share Units(4)(4)03/04/2019A7,186(6)(6)Common Stock7,186$011,438D
Restricted Stock Units(5)(5)03/04/2019A7,795(7)(7)Common Stock7,795$026,172D
Explanation of Responses:
1. Represents the aggregate amount of deferred share units ("DSUs") that were converted into shares of common stock of Ambac Financial Group, Inc. (the "Company") upon settlement of a portion of the reporting person's 2017 and 2018 Short Term Incentive Plan award and a limited number of DSUs awarded pursuant to the 2019 Short Term Incentive Plan that were settled in order to satisfy certain tax withholding obligations imposed upon the Company.
2. Represents the aggregate amount of DSUs and RSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
3. On March 4, 2019, there were 2,946 restricted stock units ("RSUs") that settled, and were converted into shares of common stock of the Company.
4. Each DSU represents a contingent right to receive one share of the Company's common stock.
5. Each RSU represents a contingent right to receive one share of common stock of the Company.
6. On March 4, 2019, there were 7,186 DSUs granted as part of the 2019 Short Term Incentive Plan. DSUs shall vest immediately and shall settle and convert into shares of common stock as follows: 50% of the DSUs shall settle and convert into shares of common stock on March 4, 2020, and the remaining 50% of the DSUs shall settle and convert into shares of common stock on March 4, 2021; provided however, that if the reporting person's employment with the Company is terminated for any reason, all of the DSUs will settle and convert into shares of common stock immediately. Notwithstanding the foregoing, a number of vested DSUs sufficient to satisfy certain tax withholding obligations imposed upon the Company may be converted into shares of common stock and withheld by the Company to satisfy such tax withholding obligations.
7. On March 4, 2019 the reporting person received a grant of 7,795 restricted stock units ("RSUs") as part of their 2019 Long Term Incentive Plan award. The RSUs will vest in three equal annual installments commencing January 2, 2020, January 2, 2021, and January 2, 2022.
Remarks:
William J. White, attorney-in-fact03/05/2019
** Signature of Reporting PersonDate
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.
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