AMBAC FINANCIAL GROUP INC — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBAC FINANCIAL GROUP INC (AMBC)
CIK: 0000874501
Period of Report: 2018-03-02

Reporting Person: BARRANCO DAVID (Senior Managing Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock	M	1589	—	Acquired	5908	Direct
2018-03-02	Common Stock	F	842	$15.09	Disposed	5066	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Restricted Stock Units	$	A	6627	Acquired		Common Stock (6627.0)	Direct
2018-03-02	Deferred Share Units	$	A	5700	Acquired		Common Stock (5700.0)	Direct
2018-03-02	Deferred Share Units	$	M	1589	Disposed		Common Stock (1589.0)	Direct

Footnotes

F1: 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 2016 and 2017 Short Term Incentive award.

F2: Represents the aggregate amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.

F3: Each restricted stock unit ("RSUs")represents a contingent right to receive one share of common stock of the Company.

F4: On March 2, 2018 the reporting person received a grant of 6,627 RSUs as part of their 2018 Long Term Incentive Plan award. The RSUs will vest in three equal annual installments on each of March 2, 2019, March 2, 2020, and March 2, 2021.

F5: Each DSU represents a contingent right to receive one share of the Company's common stock.

F6: On March 2, 2018, there were 5,700 DSUs granted as part of the 2018 Short Term Incentive Plan. 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, 2019, and the remaining 50% of the DSUs shall settle and convert into shares of common stock on March 2, 2020; 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.