Assured Guaranty (AGO) Form 4 ASSURED GUARANTY / Howard Albert ownership change

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^*

Albert Howard

(Last) (First) (Middle)

30 WOODBOURNE AVE

(Street)

HAMILTON D0 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASSURED GUARANTY LTD [ AGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2018

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 Shares	06/13/2018		M		10,000	A	$7.44	183,331.4953	D
Common Shares	06/13/2018		S		10,000	D	$37.67(1)	173,331.4953	D
Common Shares	06/13/2018		M		3,361(2)	A	$17.44	176,692.4953	D
Common Shares	06/13/2018		S		3,361	D	$37.77(3)	173,331.4953	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
Options to Acquire Common Shares	$7.44	06/13/2018		M			10,000	(4)	02/05/2019	Common Shares	10,000	$0.00	0(5)	D
Options to Acquire Common Shares	$17.44	06/13/2018		M			3,361(2)	02/09/2015	02/09/2019	Common Shares	3,361	$0.00	0(5)	D

Explanation of Responses:

1. The Common Shares sold by the Reporting Person and reported herein were sold at a range of between $37.59 and $37.77 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

2. Reflects the amount of options that vested in accordance with the performance measures described in the Form 4 reporting the grant.

3. The Common Shares sold by the Reporting Person and reported herein were sold at a range of between $37.768 and $37.77 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

4. Options vested as follows: 1/3 on 02/05/2010, 1/3 on 02/05/2011 and 1/3 on 02/05/2012.

5. All options of this tranche have been exercised. The total number of options from other tranches with different exercise prices, vesting terms and expiration dates is 14,750 (after taking into account 13,361 options exercised on 06/13/2018). The total number of performance share units from tranches with different performance measures, performance periods and vesting dates is 30,554.

Remarks:

	/s/ Ling Chow, Attorney-in-fact	06/14/2018
	** 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.