Sec Form 4 Filing - DEEKS TERENCE N @ NAVIGATORS GROUP INC - 2012-05-08

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
DEEKS TERENCE N
2. Issuer Name and Ticker or Trading Symbol
NAVIGATORS GROUP INC [ NAVG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE NAVIGATORS GROUP INC, 6 INTERNATIONAL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2012
(Street)
RYE BROOK, NY10573
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 05/08/2012 S 5,000 ( 1 ) D $ 50.65 2,456,812 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEEKS TERENCE N
C/O THE NAVIGATORS GROUP INC
6 INTERNATIONAL DRIVE
RYE BROOK, NY10573
X X
Signatures
Emily B. Miner, attorney in fact 05/10/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held jointly with Reporting Person's spouse.
( 2 )Includes 1,158,321, 674,919 and 526,404 shares held by the Terence N. Deeks 2012 Qualified Three Year Annuity Trust, the Terence N. Deeks 2011 Qualified Three Year Annuity Trust and the Terence N. Deeks 2010 Qualified Three Year Annuity Trust, respectively (collectively, the "Trusts"), of which the Reporting Person is the settlor, 62,342 shares owned jointly with the Reporting Person's spouse and 13,500 shares held by the Deeks Family Foundation (the "Foundation"). The Reporting Person disclaims beneficial ownership of the shares held by the Trusts and the Foundation except to the extent of his pecuniary interest therein.

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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