FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Eisman Robert Bryan
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 & CAO
(Last)          (First)          (Middle)

AMBAC FINANCIAL GROUP, INC., ONE WORLD TRADE CENTER, 41ST FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/4/2020
(Street)

NEW YORK, NY 10007
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/4/2020  M  1813 (1)A$0 35009 D  
Common Stock 3/4/2020  F  573 (2)D$19.50 34436 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Share Units  (3)3/4/2020  M     1813   (1) (1)Common Stock 1813.0 $0 1813 D  
Restricted Stock Units  (4)3/4/2020  A   3846     (5) (5)Common Stock 3846.0 $0 11197 D  

Explanation of Responses:
(1) On March 4, 2020, there were 1,813 deferred share units ("DSUs") that settled, and were converted into shares of common stock of Ambac Financial Group, Inc. (the "Company").
(2) Represents DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
(3) Each DSU represents a contingent right to receive one share of the Company's common stock.
(4) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
(5) On March 4, 2020 the reporting person received a grant of 3,846 RSUs as part of his 2020 Long Term Incentive Plan award. The RSUs will vest in three equal installments commencing January 2, 2021, January 2, 2022, and January 2, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Eisman Robert Bryan
AMBAC FINANCIAL GROUP, INC.
ONE WORLD TRADE CENTER, 41ST FLOOR
NEW YORK, NY 10007


Sr. MD & CAO

Signatures
William J. White, attorney-in-fact3/6/2020
**Signature of Reporting PersonDate

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