10/01/2025 | Press release | Distributed by Public on 10/01/2025 14:58
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Deferred Share Units | (5) | 09/29/2025 | C | 661,355 | (1) | (1) | Common Stock | 661,355 | $ 0 | 0 | D | ||||
Deferred Share Units | (5) | 09/30/2025 | A | 174,961 | (6) | (6) | Common Stock | 174,961 | $ 0 | 174,961 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LeBlanc Claude AMBAC FINANCIAL GROUP, INC. ONE WORLD TRADE CENTER, 41ST FLOOR NEW YORK, NY 10007 |
X | Chief Executive Officer |
William White, attorney-in-fact | 10/01/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Upon the closing of the sale of Ambac Assurance Corporation by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Reporting Person's Deferred Share Units ("DSUs") to vest and settle. |
(2) | Represents the amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations. |
(3) | On September 30, 2025 the Compensation Committee of the Board of Directors of Ambac Financial Group approved the acceleration of the Reporting Person's 2023 and 2024 Performance Stock Unit ("PSUs") awards in connection with the change of control referred to in footnote 1. The reporting person acquired shares of common stock of Ambac Financial Group, Inc. (the "Company") upon the simultaneous vesting and settlement of the reporting person's 2023 and 2024 Long Term Incentive Plan PSU awards. |
(4) | Represents the aggregate amount of PSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations. |
(5) | Each DSU represents a contingent right to receive one share of common stock of the Company. |
(6) | Represents the aggregate amount of performance stock units ("PSUs") that were converted into an equivalent number of DSUs pursuant to the Company's Executive Stock Deferral Plan, which was designed to enable participants to elect to defer the settlement and income taxation of PSU and restricted stock unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended. |