Sec Form 5/A Filing - DEEKS MONICA @ NAVIGATORS GROUP INC - 2018-12-31

FORM 5/A 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 MONICA 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) (Last) (First) (Middle) C/O THE NAVIGATORS GROUP, INC., 400 ATLANTIC 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2018 (Street) STAMFORD, CT06901 4. If Amendment, Date Original Filed (MM/DD/YY) 01/28/2019 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, par value $.10 per share 03/19/2018 G V 72,826 ( 1 ) D $ 0 2,725,364 ( 2 ) I See Footnote ( 3 ) Common Stock, par value $.10 per share 03/19/2018 G V 323,924 ( 4 ) D $ 0 2,725,364 ( 2 ) I See Footnote ( 3 ) Common Stock, par value $.10 per share 02/01/2018 G V 882,612 ( 5 ) A $ 0 2,725,364 ( 2 ) I See Footnote ( 3 ) Common Stock, par value $.10 per share 09/24/2018 G V 142,587 ( 6 ) A $ 0 2,725,364 ( 2 ) I See Footnote ( 3 ) Common Stock, par value $.10 per share 12/31/2018 G V 144,993 ( 7 ) D $ 0 2,725,364 ( 2 ) I See Footnote ( 3 ) Common Stock, par value $.10 per share 12/31/2018 G V 262,789 ( 8 ) D $ 0 2,725,364 ( 2 ) I See Footnote ( 3 ) Common Stock, par value $.10 per share 12/31/2018 G V 195,466 ( 9 ) D $ 0 2,725,364 ( 2 ) ( 3 ) I See Footnote ( 3 )

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 MONICA C/O THE NAVIGATORS GROUP, INC. 400 ATLANTIC STAMFORD, CT06901 X Signatures /s/ Deepa R. Nayini, attorney-in-fact 02/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents distribution in kind to Terence N Deeks by the Terence N. Deeks 2015 Qualified Three Year Annuity Trust (the "2015 Trust"), of which the Reporting Person was trustee. ( 2 )This Form 5 is amended to correct the amount reported in Column 5 to accurately reflect the Reporting Person's total amount of securities beneficially owned at the end of the Issuer's fiscal year. This amount was previously reported incorrectly due to a mathematical error. ( 3 )The Reporting Person is the sole trustee of the Terence N. Deeks 2016 Qualified Three Year Annuity Trust (the "2016 Trust"), the Terence N. Deeks 2017 Qualified Three Year Annuity Trust (the "2017 Trust") and the Terence N. Deeks 2018 Qualified Three Year Annuity Trust (the "2018 Trust", and together with the 2016 Trust and the 2017 Trust, collectively, the "Trusts"). Includes 1,667,051 shares held by the Trusts as of December 31, 2018, 56,400 shares owned jointly with the Reporting Person's husband, Terence N Deeks, and 256,104 shares held by the Deeks Family Foundation (the "Foundation"). Includes 745,809 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. ( 4 )Represents distribution in kind by the 2015 Trust to trusts for the benefit of Reporting Person's children or grandchildren. ( 5 )Represents gift by the Reporting Person to the 2018 Trust, of which the Reporting Person is trustee. ( 6 )Represents gift by the Reporting Person to the Deeks Family Foundation. ( 7 )Represents distribution in kind to Terence N. Deeks by the 2016 Trust, of which the Reporting Person is trustee. ( 8 )Represents distribution in kind to Terence N. Deeks by the 2017 Trust, of which the Reporting Person is trustee. ( 9 )Represents distribution in kind to Terence N. Deeks by the 2018 Trust, of which the Reporting Person is trustee.

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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