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^*

Boornazian Brian

(Last)

(First)

(Middle)

ASPEN INSURANCE HOLDINGS LIMITED

141 FRONT STREET

(Street)

HAMILTON

HM19

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/26/2013		A⁽¹⁾		13,398	A⁽¹⁾	⁽²⁾	68,890	D
Ordinary Shares	02/27/2013		F		400	D	$35.8	68,490	D
Ordinary Shares	02/27/2013		F		400	D	$35.81	68,090	D
Ordinary Shares	02/27/2013		F		500	D	$35.76	67,590	D
Ordinary Shares	02/27/2013		F		200	D	$35.69	67,390	D
Ordinary Shares	02/27/2013		F		300	D	$35.68	67,090	D
Ordinary Shares	02/27/2013		F		400	D	$35.71	66,690	D
Ordinary Shares	02/27/2013		F		200	D	$35.67	66,490	D
Ordinary Shares	02/27/2013		F		300	D	$35.64	66,190	D
Ordinary Shares	02/27/2013		F		300	D	$35.65	65,890	D
Ordinary Shares	02/27/2013		F		100	D	$35.6	65,790	D
Ordinary Shares	02/27/2013		F		200	D	$35.565	65,590	D
Ordinary Shares	02/27/2013		F		200	D	$35.75	65,390	D
Ordinary Shares	02/27/2013		F		600	D	$35.85	64,790	D
Ordinary Shares	02/27/2013		F		400	D	$35.855	64,390	D
Ordinary Shares	02/27/2013		F		200	D	$35.86	64,190	D
Ordinary Shares	02/27/2013		F		100	D	$35.79	64,090	D
Ordinary Shares	02/27/2013		F		200	D	$35.78	63,890	D
Ordinary Shares	02/27/2013		F		100	D	$35.74	63,790	D
Ordinary Shares	02/27/2013		F		300	D	$35.83	63,490	D
Ordinary Shares	02/27/2013		F		100	D	$35.87	63,390	D
Ordinary Shares	02/27/2013		F		100	D	$35.9	63,290	D
Ordinary Shares	02/27/2013		F		100	D	$35.88	63,190	D
Ordinary Shares	02/27/2013		F		100	D	$35.82	63,090	D
Ordinary Shares	02/27/2013		F		200	D	$35.785	62,890	D
Ordinary Shares	02/27/2013		F		200	D	$35.685	62,690	D
Ordinary Shares	02/27/2013		F		100	D	$35.63	62,590	D
Ordinary Shares	02/27/2013		F		200	D	$35.66	62,390	D
Ordinary Shares	02/27/2013		F		100	D	$35.61	62,290	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2010 Performance Shares	⁽²⁾	02/26/2013		M⁽³⁾			13,398	⁽³⁾	⁽³⁾	Ordinary Shares	13,398	⁽²⁾	0	D
2010 Performance Shares	⁽²⁾	02/26/2013		A		5,733		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	5,733	⁽²⁾	13,398	D
2011 Performance Shares	⁽²⁾	02/26/2013		A		8,328		⁽⁵⁾	⁽⁵⁾	Ordinary Shares	8,328	⁽²⁾	8,328	D
2012 Performance Shares	⁽²⁾	02/26/2013		A		8,157		⁽⁶⁾	⁽⁶⁾	Ordinary Shares	8,157	⁽²⁾	8,157	D

Explanation of Responses:

1. Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met.

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

3. Represents mandatory conversion into Issuer's Ordinary Shares of all 2010 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer and filing of the annual report on Form 10-K for the year ended December 31, 2012.

4. 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.

5. Represents 2011 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2011 Performance Share award is tested annually over a three-year period. All vested 2011 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2013.

6. Represents 2012 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2012 Performance Share award is tested annually over a three-year period. All vested 2012 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2014.

Remarks:

	/s/ Patricia Roufca as Attorney-in-Fact for Brian Boornazian	02/28/2013
	** 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).
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