SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Boornazian Brian

(Last)

(First)

(Middle)

ASPEN INSURANCE HOLDINGS LIMITED

141 FRONT STREET

(Street)

HAMILTON

HM19

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013

3. Issuer Name and Ticker or Trading Symbol
ASPEN INSURANCE HOLDINGS LTD [ AHL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman Aspen Re

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares⁽¹⁾	52,751	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2004 Options	02/22/2007	12/22/2014	Ordinary Shares	7,868	$24.44	D
2006 Options	02/26/2009	02/16/2016	Ordinary Shares	51,862	$23.65	D
2007 Options	05/04/2010	05/04/2014	Ordinary Shares	45,593	$27.28	D
2010 Performance Shares	⁽²⁾	⁽²⁾	Ordinary Shares	7,665⁽²⁾	$0.00⁽³⁾	D
Restricted Share Units (2012 Grant)	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	12,747⁽⁴⁾	$0.00⁽⁵⁾	D

Explanation of Responses:

1. As of June 29, 2012, the Issuer ceased to qualify as a foreign private issuer under Rule 3b-4(c) of the Securities Exchange Act.

2. Represents 2010 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2010 Performance Share award is tested annually over a three-year period. All vested 2010 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2012.

3. Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.

4. Represents 2012 Restricted Share Units granted on February 8, 2012. One-third of the 2012 Restricted Share Units vests annually on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service. Upon vesting of the 2012 Restricted Share Units, the Reporting Person shall be entitled to received a number of Ordinary Shares equal to the number of Restricted Share Units then vesting.

5. Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.

Remarks:

	/s/ Patricia Roufca as Attorney-in-fact for Brian Boornazian	12/28/2012
	** 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 5 (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.
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