SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Trick David

(Last)

(First)

(Middle)

AMBAC FINANCIAL GROUP, INC.

1 STATE STREET PLAZA

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2010

3. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC [ ABK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Managing Director, CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	44,617⁽¹⁾	D
Common Stock	497⁽²⁾	I	Savings Plan Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	05/22/2007⁽³⁾	01/23/2013	Common Stock	2,500	$74.43	D
Employee Stock Option (Right to Buy)	01/29/2012⁽⁴⁾	01/29/2014	Common Stock	3,000	$87.27	D
Employee Stock Option (Right to Buy)	01/28/2009⁽⁵⁾	01/28/2015	Common Stock	11,250	$11.13	D

Explanation of Responses:

1. Includes Restricted Stock Units ("RSUs") granted to the Reporting Person under the 1997 Equity Plan, as amended.

2. Based on a plan statement as of January 6, 2010.

3. Exercisable as follows: 1,250 became exercisable on May 22, 2007. The remaining 1,250 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $107.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 23, 2012, then such unexercisable amount shall become exercisable on January 23, 2012.

4. Exercisable as follows: 1,500 shares after the per share price of the Issuer's common stock is or exceeds $106.00 for 20 consecutive trading days on the New York Stock Exchange (NYSE). The remaining 1,500 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $125.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 29, 2012, then such unexercisable amount shall become exercisable on January 29, 2012.

5. Exercisable as follows: 3,750 became exercisable on 1/28/2009; an additional 3,750 shares beginning on 01/28/2010; and an additional 3,750 shares beginning on 01/28/2011.

Remarks:

	Patricia LoCascio, Attorney-in-fact for David Trick	01/15/2010
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.