Sec Form 4 Filing - Feldstein Andrew T @ ASSURED GUARANTY LTD - 2020-08-06

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 Feldstein Andrew T 2. Issuer Name and Ticker or Trading Symbol ASSURED GUARANTY LTD [ AGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) FormerChief Investment Officer (Last) (First) (Middle) 280 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2020 (Street) NEW YORK, NY10017 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

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 Forward contract (obligation to sell to Issuer) ( 1 ) ( 2 ) 08/06/2020 A ( 1 )( 2 ) ( 1 )( 2 ) Common Shares ( 1 ) ( 2 ) ( 1 ) ( 2 ) $ 12,000,000 ( 1 ) ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Feldstein Andrew T 280 PARK AVENUE NEW YORK, NY10017 FormerChief Investment Officer Signatures /s/ Andrew Feldstein 08/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the separation agreement dated August 6, 2020 by and between the Reporting Person, Assured Guaranty Ltd. ("Issuer") and certain of Issuer's subsidiaries (such subsidiaries, together with Issuer, the "Company"), the Reporting Person agreed to transfer to the Issuer on December 31, 2020 (or as soon as reasonably practicable thereafter) common shares of Issuer, par value $0.01 per share ("Common Shares"), with a value equal to $12,000,000 in substitution of the Reporting Person's existing obligation to deliver $24,000,000 of interests in certain investment vehicles to the Company under the terms of the Reporting Person's employment agreement dated August 7, 2019 with the Company. ( 2 )The price per share of the Common Shares transferred to Issuer will be determined based on the volume weighted average trade price per Common Share on the New York Stock Exchange ("NYSE") (calculated to the nearest one-hundredth of a cent) for the first 10 NYSE trading days in the month of December 2020. In the event that $12,000,000 exceeds the value of the Common Shares held by the Reporting Person and transferred to Issuer, the Reporting Person has agreed to pay to the Company an amount in cash equal to the excess of $12,000,000 over the value of the Common Shares transferred to Issuer (with the price per share of such Common Shares measured in accordance with the above).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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