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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* COULTER CHAD (Last) (First) (Middle) C/O RELIANCE STANDARD LIFE INSURANCE CO. 2001 MARKET STREET, SUITE 1500 (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DELPHI FINANCIAL GROUP INC/DE [ DFG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP, Gen Counsel & Secy
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2012		D		38,991	D	$43.875(1)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$25.8667	05/15/2012		D			22,500	02/11/2005	02/11/2014	Class A Common Stock	22,500	(2)	0	D
Stock Option (right to buy)	$29.4333	05/15/2012		D			7,500	02/09/2006	02/09/2015	Class A Common Stock	7,500	(2)	0	D
Stock Option (right to buy)	$31.3533	05/15/2012		D			15,000	02/08/2007	02/08/2016	Class A Common Stock	15,000	(2)	0	D
Restricted Share Units	(3)	05/15/2012		D			2,245	(4)	(4)	Class A Common Stock	2,245	(5)	0	D
Stock Option (right to buy)	$40.83	05/15/2012		D			10,000	02/07/2008	02/16/2017	Class A Common Stock	10,000	(2)	0	D
Restricted Share Units	(3)	05/15/2012		D			6,292	(4)	(4)	Class A Common Stock	6,292	(5)	0	D
Stock Option (right to buy)	$29.14	05/15/2012		D			85,000	06/17/2010	02/15/2018	Class A Common Stock	85,000	(2)	0	D
Restricted Share Units	(3)	05/15/2012		D			11,770	(4)	(4)	Class A Common Stock	11,770	(5)	0	D
Restricted Share Units	(3)	05/15/2012		D			10,430	(4)	(4)	Class A Common Stock	10,430	(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $43.875 in cash. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012.

2. Pursuant to the terms of the Merger Agreement, such option, whether or not fully vested, was cancelled in exchange for the right to receive a cash payment equal to the amount by which $44.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class A Common Stock underlying such option.

3. 1-for-1.

4. The terms of these restricted share units provided that the reporting person would receive the underlying shares of Class A Common Stock in installments over various specified time periods, subject to accelerated delivery upon the occurrence of various specified events.

5. Pursuant to the terms of the Merger Agreement, such restricted share units, whether or not fully vested, were cancelled in exchange for the right to receive a cash payment of $43.875 per underlying share of Class A Common Stock. In addition, pursuant to the terms of the Merger Agreement, a payment in the amount of $1.00 per share of Class A Common Stock underlying such units was made on May 16, 2012.

Remarks:

	Chad W. Coulter	05/17/2012
	** 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 4 (b)(v).
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