Sec Form 3 Filing - BUZEN DAVID A. @ ASSURED GUARANTY LTD - 2020-10-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
BUZEN DAVID A.
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
X __ Officer (give title below) _____ Other (specify below)
Head of Asset Management*
(Last) (First) (Middle)
30 WOODBOURNE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2020
(Street)
HAMILTON, D0HM08
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 Shares 70,098 ( 1 ) ( 2 ) ( 3 ) D
Common Shares 10,143 ( 4 ) I By Trust for Children
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
Performance Share Units ( 5 ) ( 6 ) ( 5 )( 6 ) ( 5 )( 6 ) Common Shares 10,727 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BUZEN DAVID A.
30 WOODBOURNE AVENUE
HAMILTON, D0HM08
Head of Asset Management*
Signatures
/s/ Ling Chow, Attorney-in-fact 11/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Included in the total are 10,727 restricted stock units awarded on February 21, 2018 pursuant to the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan"). These restricted stock units vest on the third anniversary of the date of the award. Upon vesting, one (1) common share will be delivered for each vested restricted stock unit.
( 2 )Included in the total are 7,481 restricted stock units awarded on February 27, 2019 pursuant to the Plan. These restricted stock units vest on the third anniversary of the date of the award. Upon vesting, one (1) common share will be delivered for each vested restricted stock unit.
( 3 )Included in the total are 6,334 restricted stock units awarded on February 26, 2020 pursuant to the Plan. These restricted stock units vest on the third anniversary of the date of the award. Upon vesting, one (1) common share will be delivered for each vested restricted stock unit.
( 4 )These securities are held in a trust for the benefit of the reporting person's children and for which the reporting person's spouse serves as a trustee. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 5 )Performance share units awarded pursuant to the Plan. Each performance share unit represents a contingent right to receive one (1) common share of the Company. With limited exceptions, the performance share units vest on 2/21/2021, if at all, at the end of the performance period (7/1/2019 to 12/31/2020), assuming that the holder remains employed at such time, based on the Company's common share price using the highest 40-day average stock price during the performance period as follows: 200% if the share price reaches $50; 100% if the share price reaches $46; and 50% if the share price reaches $42 (with interpolation between those prices). If the share price does not reach $42, none of the performance share units will vest.
( 6 )To the extent unvested performance share units do not become vested units at the end of the applicable performance period as described above, such unvested performance share units will expire at the end of such performance period. Upon vesting, one (1) common share will be delivered for each vested performance share unit.

Remarks:
*and Chief Investment Officer

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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