Form 4

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 & Dye's Instant Form 4 Filer
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1. Name and Address of Reporting Person* Bivona Frank J.	2. Issuer Name and Ticker or Trading Symbol Ambac Financial Group, Inc. - "ABK"		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman and Chief Financial Officer
(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 October 23, 2002
(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)
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	Code	V	Amount	(A) or (D)	Price		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/23/02		M		45,000	A	$13.85	160,684
Common Stock	10/23/02		M		54,000	A	$22.19	214,684
Common Stock	10/23/02		S		91,600	D	$63.00	123,084
Common Stock	10/23/02		S		1,700	D	$63.01	121,384
Common Stock	10/23/02		S		600	D	$63.03	120,784
Common Stock	10/23/02		S		400	D	$63.04	120,384
Common Stock	10/23/02		S		200	D	$63.05	120,184
Common Stock	10/23/02		S		1,700	D	$63.06	118,484
Common Stock	10/23/02		S		500	D	$63.10	117,984
Common Stock	10/23/02		S		500	D	$63.20	117,484
Common Stock	10/23/02		S		900	D	$63.21	116,584
Common Stock	10/23/02		S		600	D	$63.22	115,984
Common Stock	10/23/02		S		100	D	$63.23	115,884
Common Stock	10/23/02		S		200	D	$63.24	115,684	D
Common Stock								2,356⁽¹⁾	I	Savings Plan Trust⁽²⁾

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

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

$13.85

10/23/02

45,000

4/26/97⁽³⁾

4/24/04

Common Stock

45,000

Employee Stock Option (Right to Buy)

$22.19

10/23/02

54,000

1/28/00⁽⁴⁾

1/28/04

Common Stock

54,000

Explanation of Responses:

(1) Represents number of shares beneficially owned as of September 30, 2002.
(2) Based on a plan statement as of September 30, 2002.
(3) Exercisable as follows: 15,000 on 4/26/95; an additional 15,000 on 4/26/96; and an additional 15,000 on 4/26/97.
(4) Excercisable as follows: 18,000 on 1/28/98; an additional 18,000 on 1/28/99; and an additional 18,000 on 1/28/00.
(5) POWER OF ATTORNEY I, FRANK J. BIVONA, 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 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 22nd day of October, 2002. /s/ Frank J. Bivona _________________________ FRANK J. BIVONA

By: /s/ Anne G. Gill, Attorney-in-fact for Frank J. Bivona
⁽⁵⁾
**Signature of Reporting Person

10/24/2002
Date

**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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