SCHEDULE 13G
Amendment No. 6
ASSURED GUARANTY LTD
Common Stock
Cusip #G0585R106
Cusip #G0585R106
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 115,926
Item 6: 0
Item 7: 1,892,074
Item 8: 0
Item 9: 1,919,570
Item 11: 1.055%
Item 12: HC
Cusip #G0585R106
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,892,074
Item 8: 0
Item 9: 1,919,570
Item 11: 1.055%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
ASSURED GUARANTY LTD
Item 1(b). Name of Issuer's Principal Executive Offices:
30 Woodbourne Avenue
Hamilton, HM08
Bermuda
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
G0585R106
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing,
FMR LLC, is a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 1,919,570
(b) Percent of Class: 1.055%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
115,926
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 1,892,074
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof, the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
In as much as the reporting persons are no longer the beneficial owners of
more than five percent of the number of shares outstanding, the reporting
persons have no further reporting obligation under Section 13(d) of the
Securities and Exchange Commission thereunder, and the reporting persons
have no obligation to amend this Statement if any material change occurs in
the facts set forth herein.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
January 9, 2014
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008,
by and on behalf of FMR LLC and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, is the beneficial owner of 1,644,944 shares or 0.904% of the
Common Stock outstanding of ASSURED GUARANTY LTD ("the Company") as a
result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the 1,644,944
shares owned by the Funds.
Fidelity SelectCo, LLC ("SelectCo"), 1225 17th Street,
Suite 1100, Denver, Colorado 80202, a wholly-owned subsidiary of FMR LLC
and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 158,700 shares or 0.087%
of the Common Stock outstanding of ASSURED GUARANTY LTD ("the Company") as
a result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940 (the
"SelectCo Funds").
Edward C. Johnson 3d and FMR LLC, through its control of
SelectCo, and the SelectCo Funds each has sole power to dispose of the
158,700 owned by the SelectCo Funds.
Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR
LLC, has the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the Funds' Boards
of Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Pyramis Global Advisors, LLC ("PGALLC"), 900 Salem Street,
Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary of FMR
LLC and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of 87,900 shares
or 0.048% of the outstanding Common Stock of ASSURED GUARANTY LTD as a
result of its serving as investment adviser to institutional accounts,
non-U.S. mutual funds, or investment companies registered under Section 8
of the Investment Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
PGALLC, each has sole dispositive power over 0 shares and sole power to
vote or to direct the voting of 87,900 shares of Common Stock owned by the
institutional accounts or funds advised by PGALLC as reported above.
Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem
Street, Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary
of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 27,496 shares or 0.015% of
the outstanding Common Stock of the ASSURED GUARANTY LTD as a result of its
serving as investment manager of institutional accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
Pyramis Global Advisors Trust Company, each has sole dispositive power over
0 shares and sole power to vote or to direct the voting of 27,496 shares of
Common Stock owned by the institutional accounts managed by PGATC as
reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on January 9, 2014, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the Common Stock of ASSURED
GUARANTY LTD at December 31, 2013.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel
Document-Separator. This page separates the filing documents of two
notifications.
Page of
Exhibit A