ASSURED GUARANTY LTD — Director's Dealing 2014

Jul 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSURED GUARANTY LTD (AGO)
CIK: 0001273813
Period of Report: 2014-06-30

Reporting Person: ROSS WILBUR L JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-30	Common Stock	S	10848183	$24.00	Disposed	0	Indirect
2014-06-30	Common Stock	S	15064	$24.00	Disposed	4170	Direct

Footnotes

F1: These shares were held directly and sold by the following funds: 9,027,115 by WLR Recovery Fund IV, L.P. ("Fund IV"), 737,676 by WLR Recovery Fund III, L.P. ("Fund III"), 31,017 by WLR IV Parallel ESC, L.P. ("Parallel Fund"), 437,030 by WLR/GS Master Co-Investment, L.P. ("WLR/GS Fund") and 615,345 by WLR AGO Co-Invest, L.P. ("Co-Invest Fund").

F2: Mr. Ross is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., the managing member of WLR Recovery Associates IV LLC (the general partner of Fund IV and Co-Invest Fund), WLR Recovery Associates III LLC (the general partner of Fund III) and WLR Master Co-Investment GP, LLC (the general partner of WLR/GS Fund). (Continued in footnote 3)

F3: Accordingly, Mr. Ross, El Vedado, LLC, and WL Ross Group, L.P. can be deemed to share voting and dispositive power over the shares previously held directly by Fund IV, Co-Invest Fund, Fund III and WLR/GS Fund. Invesco WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Class A Common Stock previously owned by Parallel Fund that it deems fit. Accordingly, Mr. Ross, El Vedado, LLC, and WL Ross Group, L.P. can be deemed to share voting and dispositive power over the shares previously held directly by Parallel Fund.