Sec Form 4 Filing - Smith R Sharon @ AMBAC FINANCIAL GROUP INC - 2023-02-28

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 Smith R Sharon 2. Issuer Name and Ticker or Trading Symbol AMBAC FINANCIAL GROUP INC [ AMBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec VP & Chief Strategy Offr (Last) (First) (Middle) AMBAC FINANCIAL GROUP, INC., ONE WORLD TRADE CENTER, 41ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2023 (Street) NEW YORK, NY10007 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 02/28/2023 M 196 ( 1 ) A $ 0 73,803 D Common Stock 02/28/2023 F 196 ( 2 ) D $ 16.55 73,607 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 Restricted Stock Units ( 3 ) 02/28/2023 M 196 ( 1 ) ( 1 ) Common Stock 196 $ 0 29,647 D Restricted Stock Units ( 3 ) 02/28/2023 M 5,359 ( 4 ) ( 5 ) ( 5 ) Common Stock 5,359 $ 0 24,288 D Deferred Share Units ( 6 ) 02/28/2023 M 5,359 ( 4 ) ( 5 ) ( 5 ) Common Stock 5,359 $ 0 5,359 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith R Sharon AMBAC FINANCIAL GROUP, INC. ONE WORLD TRADE CENTER, 41ST FLOOR NEW YORK, NY10007 Exec VP & Chief Strategy Offr Signatures William J. White, attorney-in-fact 03/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the aggregate amount of restricted stock units ("RSUs") 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 2022 Long Term Incentive Plan award. ( 2 )Represents the aggregate amount of RSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations. ( 3 )Each RSU represents a contingent right to receive one share of the common stock the Company. ( 4 )Represents the aggregate amount of RSUs that were converted into an equivalent number of deferred share units ("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 RSU and Performance Stock Unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended. ( 5 )Represents the aggregate amount of RSUs that were converted into DSUs of the Company upon settlement of a portion of the reporting person's 2022 Long Term Incentive Plan award. ( 6 )Each DSU represents a contingent right to receive one share of common stock of the Company.

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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