SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DEEKS MONICA

(Last)

(First)

(Middle)

C/O THE NAVIGATORS GROUP, INC.

400 ATLANTIC STREET

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NAVIGATORS GROUP INC [ NAVG ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock par value $.10 per share	02/24/2014		G	22,015⁽¹⁾	D	$0.00	2,342,036	I	See Footnote⁽⁶⁾
Common Stock par value $.10 per share	03/19/2014		G	875,000⁽²⁾	A	$0.00	2,342,036	I	See Footnote⁽⁶⁾
Common Stock par value $.10 per share	12/11/2014		G	5,000⁽³⁾	A	$0.00	2,342,036	I	See Footnote⁽⁶⁾
Common Stock par value $.10 per share	12/31/2014		G	263,700⁽⁴⁾	D	$0.00	2,342,036	I	See Footnote⁽⁶⁾
Common Stock par value $.10 per share	12/31/2014		G	295,223⁽⁵⁾	D	$0.00	2,342,036	I	See Footnote⁽⁶⁾

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)	4. Transaction Code (Instr. 8)	(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)

Explanation of Responses:

1. Represents distribution in kind to Terence N. Deeks by the Terence N. Deeks 2011 Qualified Three Year Annuity Trust (the "2011 Trust"), of which the Reporting Person was trustee.

2. Represents gift by Terence N. Deeks to the Terence N. Deeks 2014 Qualified Three Year Annuity Trust (the "2014 Trust"), of which the Reporting Person is trustee.

3. Represents gift to the Deeks Family Foundation (the "Foundation").

4. Represents distribution in kind to Terence N. Deeks by the Terence N. Deeks 2012 Qualified Three Year Annuity Trust (the "2012 Trust"), of which the Reporting Person is trustee.

5. Represents distribution in kind to Terence N. Deeks by the Terence N. Deeks 2013 Qualified Three Year Annuity Trust (the "2013 Trust"), of which the Reporting Person is trustee.

6. Includes 1,471,741 shares held by the 2012 Trust, 2013 Trust and 2014 Trust (collectively the "Trusts"), as of December 31, 2014, of which the Reporting Person is the sole trustee, 52,342 shares owned jointly with the Reporting Person's spouse, 22,000 shares held by the Deeks Family Foundation (the "Foundation") and 795,953 shares held by the Reporting Person's spouse directly. The Reporting Person disclaims beneficial ownership of the shares held by the Trusts and the Foundation except to the extent of any pecuniary interest she may be deemed to hold therein.

Remarks:

Exhibit List: 24. Power of Attorney

	/s/ Emily B. Miner, attorney-in-fact	02/13/2015
	** 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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