| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
| AMBAC FINANCIAL GROUP, INC., ONE STATE STREET PLAZA | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC
[ABK] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Senior Managing Director |
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3. Date of Earliest Transaction (Month/Day/Year)
10/20/2009 |
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 |
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| 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 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 |
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Phantom Stock Units
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| 10/20/2009 | | A | |
40,000
| | 10/20/2012 | |
Common Stock
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40,000
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$
1
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40,000
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D
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| Explanation of Responses: |
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| Patricia Lo Cascio, Attorney-in-fact for Robert Sorenson Smith | 10/22/2009 |
| ** 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).
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| 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, Robert S. Smith, do hereby nominate, constitute and appoint each
of Anne Gill Kelly, Kevin J. Doyle, Stacey B. Spain
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 7th day of
July 2009.
/s/ Robert S. Smith
ROBERT S. SMITH