Sec Form 4 Filing - Boornazian Brian @ ASPEN INSURANCE HOLDINGS LTD - 2015-02-11

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 Boornazian Brian 2. Issuer Name and Ticker or Trading Symbol ASPEN INSURANCE HOLDINGS LTD [ AHL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman Aspen Re (Last) (First) (Middle) ASPEN INSURANCE HOLDINGS LIMITED, 141 FRONT STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2015 (Street) HAMILTON, D0HM19 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 Ordinary Shares 02/11/2015 A 3,310 A 6,591 D Ordinary Shares 02/11/2015 F( 2 ) 1,128 D $ 45.65 5,463 D Ordinary Shares 02/12/2015 F( 3 ) 604 D $ 46.5101 4,859 D Ordinary Shares 02/12/2015 S 853 D $ 46.5569 4,006 D Ordinary Shares 02/12/2015 F( 4 ) 476 D $ 46.4978 ( 5 ) 3,530 D Ordinary Shares 02/12/2015 S 1,067 D $ 46.5199 ( 6 ) 2,463 D

3A. Deemed Execution Date, if any (MM/DD/YY) 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) 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 Restricted Share Units (2013 Grant) ( 7 ) 02/11/2015 M 3,310 ( 8 ) ( 8 ) Ordinary Shares 3,310 ( 7 ) 3,310 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boornazian Brian ASPEN INSURANCE HOLDINGS LIMITED 141 FRONT STREET HAMILTON, D0HM19 Chairman Aspen Re Signatures /s/ Patricia Roufca as Attorney-in-Fact for Brian Boornazian 02/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Ordinary shares acquired upon mandatory conversion of previously granted Restricted Share Units. ( 2 )Ordinary shares withheld in order to satisfy tax liability upon vesting of previously granted Restricted Share Units. ( 3 )Ordinary shares sold in order to satisfy tax liability in connection with the vesting of RSUs on February 8, 2015. ( 4 )Ordinary shares sold in order to satisfy tax liability in connection with the vesting of RSUs on February 11, 2015. ( 5 )The price is the weighted average sale price of the aggregate number of shares that were sold by the Reporting Person. These shares were sold in multiple transactions at prices ranging from $46.49 to $46.50. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. ( 6 )The price is the weighted average sale price of the aggregate number of shares that were sold by the Reporting Person. These shares were sold in multiple transactions at prices ranging from $46.50 to $46.535. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. ( 7 )Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares. ( 8 )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.

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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