Sec Form 4 Filing - LeBlanc Claude @ AMBAC FINANCIAL GROUP INC - 2019-03-04

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 LeBlanc Claude 2. Issuer Name and Ticker or Trading Symbol AMBAC FINANCIAL GROUP INC [ AMBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O AMBAC FINANCIAL GROUP, INC., ONE STATE STREET PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2019 (Street) NEW YORK, NY10004 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 03/04/2019 M 12,138 ( 1 ) A $ 0 59,638 D Common Stock 03/04/2019 F 12,394 ( 2 ) D $ 20.11 47,244 D Common Stock 03/04/2019 M 19,881 ( 3 ) A $ 0 67,125 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 Deferred Share Units ( 4 ) 03/04/2019 M 12,138 ( 1 ) ( 1 ) Common Stock 12,138 $ 0 10,718 D Restricted Stock Units ( 5 ) ( 5 ) 03/04/2019 M 19,881 ( 3 ) ( 3 ) Common Stock 19,881 $ 0 92,296 D Deferred Share Units ( 4 ) 03/04/2019 A 19,394 ( 6 ) ( 6 ) Common Stock 19,394 $ 0 30,112 D Restricted Stock Units ( 5 ) 03/04/2019 A 44,307 ( 7 ) ( 7 ) Common Stock 44,307 $ 0 136,603 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LeBlanc Claude C/O AMBAC FINANCIAL GROUP, INC. ONE STATE STREET PLAZA NEW YORK, NY10004 X Chief Executive Officer Signatures William J. White, attoney-in-fact 03/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the aggregate amount of deferred share units ("DSUs") that were converted into shares of common stock of Ambac Financial Group, Inc. (the "Company") upon settlement of a portion of the reporting person's 2017 and 2018 Short Term Incentive Plan award and a limited number of DSUs awarded pursuant to the 2019 Short Term Incentive Plan were settled in order to satisfy certain tax withholding obligations imposed upon the Company. ( 2 )Represents the aggregate amount of DSUs and RSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations. ( 3 )On March 4, 2019, there were 19,881 restricted stock units ("RSUs") that settled, and were converted into shares of common stock of the Company. ( 4 )Each DSU represents a contingent right to receive one share of the Company's common stock. ( 5 )Each RSU represents a contingent right to receive one share of common stock of the Company. ( 6 )On March 4, 2019, there were 19,394 DSUs granted as part of the 2019 Short Term Incentive Plan. DSUs shall vest immediately and shall settle and convert into shares of common stock as follows: 50% of the DSUs shall settle and convert into shares of common stock on March 4, 2020, and the remaining 50% of the DSUs shall settle and convert into shares of common stock on March 4, 2021; provided however, that if the reporting person's employment with the Company is terminated for any reason, all of the DSUs will settle and convert into shares of common stock immediately. Notwithstanding the foregoing, a number of vested DSUs sufficient to satisfy certain tax withholding obligations imposed upon the Company may be converted into shares of common stock and withheld by the Company to satisfy such tax withholding obligations. ( 7 )On March 4, 2019 the reporting person received a grant of 44,307 restricted stock units ("RSUs") as part of their 2019 Long Term Incentive Plan award. The RSUs will vest in three equal annual installments commencing January 2, 2020, January 2, 2021, and January 2, 2022.

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

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