Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CARLSON JAMES G
   2. Issuer Name and Ticker or Trading Symbol
AMERIGROUP CORP [AGP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
4425 CORPORATION LANE		 3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011
(Street)

VIRGINIA BEACH, VA 23462		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/23/2011   M(1)   33,400 A $ 15.63 250,880 D  
Common Stock 02/23/2011   A(2)   26,830 A $ 0 (3) 277,710 D  
Common Stock 02/23/2011   M(1)   1,600 A $ 15.63 279,310 D  
Common Stock 02/23/2011   S(1)   1,600 D $ 57.4481 277,710 D  
Common Stock 02/23/2011   S(1)   33,400 D $ 56.9135 244,310 D  

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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
Employee Stock Option (right to buy) $ 15.63 02/23/2011   M     1,600 05/13/2006 05/13/2013 Common Stock 1,600 $ 0 223,400 D  
Employee Stock Option (right to buy) $ 15.63 02/23/2011   M     33,400 05/13/2006 05/13/2013 Common Stock 33,400 $ 0 190,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CARLSON JAMES G
4425 CORPORATION LANE
VIRGINIA BEACH, VA 23462		   X     Chairman and CEO  

Signatures

 /s/ Nicholas J. Pace, attorney-in-fact   02/24/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Transaction executed pursuant to 10(b)5-1 plan.
(2) On May 13, 2010, the Issuer awarded 26,830 shares of restricted stock to the Reporting Person pursuant to the Issuer's 2009 Equity Incentive Plan, with such shares being subject to reduction at a rate of 2% of the shares for every $0.01 of diluted earnings per share less than $2.50 earned by the Issuer in 2010, as determined under U.S. generally accepted accounting principles, subject to certain adjustments. Based on the Issuer's $5.40 earnings per diluted share for the year ended December 31, 2010 as set forth in the Issuer's audited consolidated financial statements, the 26,830 shares of restricted stock shall not be reduced and 26,830 shares shall vest over four (4) years, with twenty-five percent (25%) vesting on April 30, 2011, and twenty-five percent (25%) vesting on April 30th of each year thereafter, such that all shares shall be vested on April 30, 2014, subject to Reporting Person's continued employment.
(3) The transaction is a grant of Restricted Stock for which no consideration was paid.

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