SEC FORM 4 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*
Ksenak Stephen Michael

(Last) (First) (Middle)
AMBAC FINANCIAL GROUP, INC.
ONE STATE STREET PLAZA

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC [ AMBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. MD & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018
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
Common Stock 03/02/2018 M 2,432(1) A $0 17,192 D
Common Stock 03/02/2018 F 1,245(2) D $15.09 15,947 D
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
Restricted Stock Units (3) 03/02/2018 A 7,180 (4) (4) Common Stock 7,180 $0 11,476 D
Deferred Share Units (5) 03/02/2018 A 6,826 (6) (6) Common Stock 6,826 $0 11,112 D
Deferred Share Units (5) 03/02/2018 M 2,432 (1) (1) Common Stock 2,432 $0 8,680 D
Explanation of Responses:
1. Represents the aggregate amount of deferred stock units ("DSUs") that were converted into shares of common stock of Ambac Financial Group, Inc. (the "Company") upon settlement of a portion of the reporting person's 2016 and 2017 Short Term Incentive award.
2. Represents the aggregate amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
3. Each restricted stock unit ("RSUs") represents a contingent right to receive one share of the Company's common stock.
4. On March 2, 2018 the reporting person received a grant of 7,180 RSUs as part of their 2018 Long Term Incentive Plan award. The RSUs will vest in three equal annual installments on each of March 2, 2019, March 2, 2020, and March 2, 2021.
5. Each DSU represents a contingent right to receive one share of the Company's common stock.
6. On March 2, 2018, there were 6,826 DSUs granted as part of the 2018 Short Term Incentive Plan. The DSUs shall vest immediately and shall settle and convert into shares of common stock as follows: 50% of the DSUs shall settle and convert into shares of common stock on March 2, 2019, and the remaining 50% of the DSUs shall settle and convert into shares of common stock on March 2, 2020; provided however, that if the reporting person's employment with the Company is terminated for any reason, all of the DSUs will settle and convert into shares of common stock immediately. Notwithstanding the foregoing, a number of vested DSUs sufficient to satisfy certain tax withholding obligations imposed upon the Company may be converted into shares of common stock and withheld by the Company to satisfy such tax withholding obligations.
Remarks:
William J. White, attorney-in-fact 03/06/2018
** 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.
                                             POWER OF ATTORNEY



            I, STEPHEN M. KSENAK, do hereby nominate, constitute and appoint William White and Yolanda Ortiz, 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 the said attorney-in-fact shall do or cause to be done by virtue of this Power of Attorney.  I hereby acknowledge the 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 17th day of December, 2013.




                         ____/s/ Stephen M. Ksenak_____