AMBAC FINANCIAL GROUP INC — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBAC FINANCIAL GROUP INC (AMBC)
CIK: 0000874501
Period of Report: 2017-03-02

Reporting Person: Trick David (Exec VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common Stock	M	284	$22.35	Acquired	16781	Direct
2017-03-02	Common Stock	F	284	$22.35	Disposed	16497	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	Deferred Share Units	$	A	6712	Acquired		Common Stock (6712.0)	Direct
2017-03-02	Deferred Share Units	$	M	284	Disposed		Common Stock (284.0)	Direct

Footnotes

F1: On March 2, 2017, the Grant Date, 284 deferred share units ("DSUs") vested, were converted into shares of common stock and withheld by Ambac Financial Group, Inc. (the "Company") to satisfy certain tax withholding obligations.

F2: Each DSU represents a contingent right to receive one share of the Company's common stock.

F3: The 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 2, 2018, and the remaining 50% of the DSUs shall settle and convert into shares of common stock on March 2, 2019; 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.

F4: The DSUs were awarded under the Company's 2013 Incentive Compensation Plan. The number of DSUs granted was calculated based on the closing price of the Company's common stock on March 2, 2017.