Edgar Filing: ASPEN INSURANCE HOLDINGS LTD

Ownership Submission

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, 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 ^*

Â Rheel Robert

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2015

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

(Last)

(First)

(Middle)

ASPEN INSURANCE HOLDINGS LTD,Â 141 FRONT STREET

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President of U.S. Insurance

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

HAMILTON,Â D0Â HM19

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 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⁾	2,563	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Shares (2014 Grant)	Â ⁽²⁾	Â ⁽²⁾	Ordinary Shares	1,659 ⁽²⁾	$ ⁽³⁾	D	Â
Phantom Shares (2013 Grant)	Â ⁽⁴⁾	Â ⁽⁴⁾	Ordinary Shares	2,081 ⁽⁴⁾	$ ⁽³⁾	D	Â
Restricted Share Units (2013 Grant)	Â ⁽⁵⁾	Â ⁽⁵⁾	Ordinary Shares	1,300 ⁽⁵⁾	$ ⁽⁶⁾	D	Â
Restricted Share Units (2014 Grant)	Â ⁽⁷⁾	Â ⁽⁷⁾	Ordinary Shares	2,572 ⁽⁷⁾	$ ⁽⁶⁾	D	Â
Restricted Share Units (2015 Grant)	Â ⁽⁸⁾	Â ⁽⁸⁾	Ordinary Shares	3,364 ⁽⁸⁾	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rheel Robert ASPEN INSURANCE HOLDINGS LTD 141 FRONT STREET HAMILTON,Â D0Â HM19	Â	Â	Â President of U.S. Insurance	Â

Signatures

/s/ Patricia Roufca as Attorney-in-fact for Robert Rheel		11/10/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This form is being filed following the Reporting Person's appointment to the Issuer's Group Executive Committee effective November 3, 2015.
(2)	Represents 2014 Phantom Shares eligible for vesting following the achievement of certain financial targets by the issuer. One-third of the 2014 Phantom Share award is tested annually over a three-year period. Subject to continued employment, all vested 2014 Phantom Shares will be settled in cash upon the filing of the annual report on Form 10-K for the year ended December 31, 2016.
(3)	Each Phantom Share represents the right to receive the economic equivalent of one of the Issuer's Ordinary Shares.
(4)	Represents 2013 Phantom Shares eligible for vesting following the achievement of certain financial targets by the issuer. One-third of the 2013 Phantom Share award is tested annually over a three-year period. Subject to continued employment, all vested 2013 Phantom Shares will be settled in cash upon the filing of the annual report on Form 10-K for the year ended December 31, 2015.
(5)	Represents 2013 Restricted Share Units granted on February 11, 2013 under our 2003 Share Incentive Plan (as amended). One-third of the 2013 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 2013 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.
(6)	Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.
(7)	Represents 2014 Restricted Share Units granted on April 25, 2014 under our 2013 Share Incentive Plan. One-third of the 2014 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 2014 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.
(8)	Represents 2015 Restricted Share Units granted on March 5, 2015 under our 2013 Share Incentive Plan. One-third of the 2015 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 2015 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.

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