Sec Form 4 Filing - ROOT LEON A JR @ AMERIGROUP CORP - 2012-02-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROOT LEON A JR 2. Issuer Name and Ticker or Trading Symbol AMERIGROUP CORP [ AGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 4425 CORPORATION LANE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2012 (Street) VIRGINIA BEACH, VA23462 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 02/17/2012 M( 1 ) 5,902 A $ 31.44 44,820 D Common Stock 02/17/2012 M( 1 ) 5,263 A $ 30.63 50,083 D Common Stock 02/17/2012 M( 1 ) 2,631 A $ 33.69 52,714 D Common Stock 02/17/2012 M( 1 ) 2,437 A $ 36.01 55,151 D Common Stock 02/17/2012 M( 1 ) 1,718 A $ 34.58 56,869 D Common Stock 02/17/2012 M( 1 ) 850 A $ 36.62 57,719 D Common Stock 02/17/2012 S( 1 ) 18,801 D $ 74.5 38,918 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 36.01 02/17/2012 M( 1 ) 2,437 12/31/2010 03/13/2014( 2 ) Common Stock 2,437 $ 0 ( 3 ) 0 D Employee Stock Option (right to buy) $ 33.69 02/17/2012 M( 1 ) 2,631 12/31/2011 03/12/2015( 2 ) Common Stock 2,631 $ 0 ( 3 ) 376 D Employee Stock Option (right to buy) $ 30.63 02/17/2012 M( 1 ) 5,263 12/31/2011 03/12/2015( 4 ) Common Stock 5,263 $ 0 ( 3 ) 752 D Employee Stock Option (right to buy) $ 34.58 02/17/2012 M( 1 ) 1,718 12/31/2012( 5 ) 05/07/2016( 2 ) Common Stock 1,718 $ 0 ( 3 ) 1,031 D Employee Stock Option (right to buy) $ 31.44 02/17/2012 M( 1 ) 5,902 12/31/2012( 6 ) 05/07/2016( 4 ) Common Stock 5,902 $ 0 ( 3 ) 3,542 D Employee Stock Option (right to buy) $ 36.62 02/17/2012 M( 1 ) 850 12/31/2013( 7 ) 05/13/2017( 2 ) Common Stock 850 $ 0 ( 3 ) 1,419 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROOT LEON A JR 4425 CORPORATION LANE VIRGINIA BEACH, VA23462 Executive Vice President Signatures /s/ Nicholas J. Pace, attorney-in-fact 02/20/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions were effected pursuant to a 10b5-1 trading plan. ( 2 )Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 2 years after termination of service with the Company. ( 3 )No consideration was paid for the Option. ( 4 )Vested options expire upon the earlier of (a) 7 years from the date of grant and (b) 1 year after termination of service with the Company. ( 5 )On May 7, 2009, the Issuer granted the Reporting Person an option to pur chase 2,749 shares of the Issuer's Common Stock. The Option vested as to 12.5% of the shares on June 30, 2009 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2012. ( 6 )On May 7, 2009, the Issuer granted the Reporting Person an option to purchase 9,444 shares of the Issuer's Common Stock. The Option vested as to 12.5% of the shares on June 30, 2009 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2012. ( 7 )On May 13, 2010, the Issuer granted the Reporting Person an option to purchase 2,269 shares of the Issuer's Common Stock. The Option vested as to 12.5% of the shares on June 30, 2010 and an additional 6.25% of the shares each quarter thereafter, such that the Option becomes fully vested as to all shares on December 31, 2013.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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