SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CORSO CLIFFORD D

(Last) (First) (Middle)
C/O MBIA INC.
113 KING STREET

(Street)
ARMONK NY 10504

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MBIA INC [ mbi ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2010
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy) $48.58 05/07/2010 D 6,345 (1) 12/12/2010 Common Stock 6,345 (2) 0 D
Employee Stock Option (right to buy) $52.81 05/07/2010 D 7,000 (3) 02/07/2012 Common Stock 7,000 (2) 0 D
Employee Stock Option (right to buy) $36.69 05/07/2010 D 7,000 (4) 02/12/2013 Common Stock 7,000 (2) 0 D
Employee Stock Option (right to buy) $64.84 05/07/2010 D 7,000 (5) 02/10/2014 Common Stock 7,000 (2) 0 D
Employee Stock Option (right to buy) $55.6 05/07/2010 D 60,000 (6) 06/09/2014 Common Stock 60,000 (2) 0 D
Employee Stock Option (right to buy) $58.84 05/07/2010 D 30,000 (7) 02/16/2015 Common Stock 30,000 (2) 0 D
Employee Stock Option (right to buy) $12.5 05/07/2010 D 400,000 (8) 03/28/2015 Common Stock 400,000 (2) 0 D
Employee Stock Option (right to buy) $4.02 05/07/2010 D 350,000 (9) 02/12/2016 Common Stock 350,000 (2) 0 D
Explanation of Responses:
1. Options granted on 12/12/2000 with 5 year gradual vesting: 40% on second anniversary, 20% each on third, fourth and fifth anniversary of grant date.
2. Stock options cancelled in connection with an award to the reporting person of equity participation units in Cutwater Holdings, LLC under the Cutwater Asset Management Equity Participation Plan, adopted by the Board of Managers of Cutwater Holdings, LLC on May 7, 2010. A total of 867,345 stock options as reported herein were cancelled, having an estimated aggregate value of $1,711,900. The reporting person received an estimated value of $2,450,500 of equity participation units in Cutwater Holdings, LLC (reflecting the estimated value of the reporting person's cancelled stock options and a long-term equity incentive award for the 2009 performance year).
3. Options granted on 2/7/2002 with 5 year gradual vesting: 40% on second anniversary, 20% each on third, fourth and fifth anniversary of grant date.
4. Options granted 2/12/2003 with 5 year gradual vesting: 40% on second anniversary, 20% each on third, fourth and fifth anniversary of grant date.
5. Option granted on 2/10/2004 with 5 year gradual vesting: 40% on second anniversary, 20% each on third, fourth and fifth anniversary of grant date.
6. Options granted on 6/9/2004 with 5 year cliff vesting: 100% on fifth anniversary of grant date.
7. Options granted 2/16/2005 with 5 year gradual vesting: 40% on second anniversary, 20% each on third, fourth and fifth anniversary of grant date.
8. Options granted 3/28/2008. Performance based award which vests in incremental amounts based on share price. Vested options are exercisable from 3/28/2013 to 3/28/2015.
9. Options granted 2/12/2009 with 5 year cliff vesting: 100% on fifth anniversary of grant date.
/s/Andrew Hughes, Attorney-in-Fact 05/10/2010
** 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 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).
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.