4 1 edgar.htm 4 Form 4

FORM 4

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

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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).

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Dulude Richard

2. Issuer Name and Ticker or Trading Symbol
Ambac Financial Group, Inc. - "ABK"

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

Ambac Financial Group, Inc.
One State Street Plaza

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
March 5, 2003

(Street)

New York, NY 10004

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

03/05/03

 

A

 

17(1)

A

$46.70

15,939

D

 
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Units

1-1

03/05/03

 

A

 

20.41

 

 (2)

 (3)

Common Stock

20.41

$46.70

 

D

 

Phantom Stock Units

1-1

03/05/03

 

A

 

264.99

 

 (4)

 (5)

Common Stock

264.99

$46.70

9,818

D

 

Explanation of Responses:

(1) Represents dividends on Restricted Stock Units ("RSUs") granted to the Reporting Person under the Issuer's 1997 Non-Employee Directors Equity Plan, as amended, which dividends are paid in the form of additional RSUs.
(2) Represents dividends on Phantom Stock Units acquired under the Issuer's Deferred Compensation Plan and are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier dated previously selected by the Reporting Person.
(3) Represents dividends on Phantom Stock Units acquired under the Issuer's Deferred Compensation Plan and are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier dated previously selected by the Reporting Person.
(4) These Phantom Stock Units ("PSU") were acquired under the Issuer's Deferred Compensation Plan and represent 25% of the Reporting Person's Annual Fees for serving as a director and chair of a committee and 100% of his Meeting Fees earned during the fourth quarter 2002. These PSUs are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier date previously selected by the Reporting Person.
(5) These Phantom Stock Units ("PSU") were acquired under the Issuer's Deferred Compensation Plan and represent 25% of the Reporting Person's Annual Fees for serving as a director and chair of a committee and 100% of his Meetings Fees earned during the fourth quarter 2002. These PSUs are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier date previously selected by the Reporting Person.
  By: /s/ Anne G. Gill, Attorney-in-fact for Richard Dulude
              
**Signature of Reporting Person		 03/06/03
Date

**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.

 

 
POWER OF ATTORNEY



   I, RICHARD DULUDE, do hereby nominate, constitute and appoint each

of Anne G. Gill, Gregg L. Bienstock and Patricia Lo Cascio, as my true and lawful agent

and attorney-in-fact, with full power and authority to act hereunder, in his or her discretion,

in my name and on my behalf as fully as I could if I were present and acting in person, to

make any and all required or voluntary filings under Section 16(a) of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and

regulations thereunder, with the Securities and Exchange Commission, the New York Stock

Exchange, Ambac Financial Group, Inc., a Delaware corporation (the "Company"), and any

other person or entity to which such filings may be required under Section 16(a) of the

Exchange Act as a result of my service as an officer of the Company or beneficial

ownership (within the meaning of Section 16(a) of the Exchange Act) of more than ten

percent of any class of equity securities of the Company.



   I hereby consent to, ratify and confirm all that each said attorney-in-fact

shall do or cause to be done by virtue of this Power of Attorney.  I hereby acknowledge that

each attorney-in-fact, in serving in such capacity at my request, is not assuming, nor is the

Company assuming, any of my responsibilities to comply with Section 16 of the Exchange

Act.



   This Power of Attorney shall remain in full force and effect from this date

forward for so long as I am an officer or director of the Company and for such time

thereafter as may be necessary to make any such filings or until revoked or modified by me.

I hereby revoke all prior powers of attorney relating to the foregoing acts.



   IN WITNESS WHEREOF, I have hereunto signed my name this 15th day

of October, 2002.



/s/ Richard Dulude
_____________________

RICHARD DULUDE