Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
SHERMAN DONALD A
   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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
(Last)
(First)
(Middle)
C/O DELPHI CAPITAL MANAGEMENT, INC., 590 MADISON AVENUE, 30TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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   35,935 D $ 43.875 (1) 0 D  

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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 Underlying Securities
(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 of Derivative Security: 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) $ 17.5245 05/15/2012   D     6,420 11/12/2002 08/14/2012 Class A Common Stock 6,420 (2) 0 D  
Stock Option (right to buy) $ 19.56 05/15/2012   D     7,668 08/27/2003 05/29/2013 Class A Common Stock 7,668 (2) 0 D  
Stock Option (right to buy) $ 26.3333 05/15/2012   D     5,696 08/04/2004 05/06/2014 Class A Common Stock 5,696 (2) 0 D  
Stock Option (right to buy) $ 27.8533 05/15/2012   D     4,038 08/23/2005 05/25/2015 Class A Common Stock 4,038 (2) 0 D  
Stock Option (right to buy) $ 36.0533 05/15/2012   D     150,000 04/19/2007 04/19/2016 Class A Common Stock 150,000 (2) 0 D  
Stock Option (right to buy) $ 34.62 05/15/2012   D     19,000 06/08/2007 06/08/2016 Class A Common Stock 19,000 (2) 0 D  
Restricted Share Units (3) 05/15/2012   D     17,144   (4)   (4) Class A Common Stock 17,144 (5) 0 D  
Stock Option (right to buy) $ 40.83 05/15/2012   D     51,432 02/07/2008 02/16/2017 Class A Common Stock 51,432 (2) 0 D  
Restricted Share Units (3) 05/15/2012   D     30,027   (4)   (4) Class A Common Stock 30,027 (5) 0 D  
Stock Option (right to buy) $ 29.14 05/15/2012   D     90,082 02/06/2009 02/15/2018 Class A Common Stock 90,082 (2) 0 D  
Restricted Share Units (3) 05/15/2012   D     41,195   (4)   (4) Class A Common Stock 41,195 (5) 0 D  
Stock Option (right to buy) $ 21.24 05/15/2012   D     123,587 02/11/2011 02/11/2020 Class A Common Stock 123,587 (2) 0 D  
Restricted Share Units (3) 05/15/2012   D     38,510   (4)   (4) Class A Common Stock 38,510 (5) 0 D  
Stock Option (right to buy) $ 31.16 05/15/2012   D     115,532 02/09/2012 02/18/2021 Class A Common Stock 115,532 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHERMAN DONALD A
C/O DELPHI CAPITAL MANAGEMENT, INC.
590 MADISON AVENUE, 30TH FLOOR
NEW YORK, NY 10022		   X     President & COO  

Signatures

 Chad W. Coulter, Attorney-in-Fact for Donald A. Sherman   05/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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, subject to the satisfaction of various time vesting requirements, receive the underlying shares of Class A Common Stock after a six-month period following the termination of his employment.
(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.

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