Sec Form 4 Filing - Issavi Emil @ ASPEN INSURANCE HOLDINGS LTD - 2016-02-19

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 Issavi Emil 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) President, Aspen Re (Last) (First) (Middle) ASPEN INSURANCE HOLDINGS LIMITED, 141 FRONT STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2016 (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 02/19/2016 A( 1 ) 12,565 A ( 1 ) 36,014 D Ordinary Shares 02/22/2016 F( 2 ) 6,256 D $ 45.51 ( 3 ) 29,758 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 2013 Performance Shares ( 4 ) 02/19/2016 A 4,624 ( 5 ) ( 5 ) Ordinary Shares 4,624 ( 4 ) 12,565 D 2013 Performance Shares ( 4 ) 02/19/2016 M 12,565 ( 6 ) ( 6 ) Ordinary Shares 12,565 ( 4 ) 0 D 2014 Performance Shares ( 4 ) 02/19/2016 A 5,110 ( 7 ) ( 7 ) Ordinary Shares 5,110 ( 4 ) 12,162 D 2015 Performance Shares ( 4 ) 02/19/2016 A 7,866 ( 8 ) ( 8 ) Ordinary Shares 7,866 ( 4 ) 7,866 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Issavi Emil ASPEN INSURANCE HOLDINGS LIMITED 141 FRONT STREET HAMILTON, D0Hm19 President, Aspen Re Signatures /s/Silvia Martinez as Attorney-in-fact for Emil Issavi 02/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met. ( 2 )Ordinary shares sold in order to satisfy tax liability upon vesting of previously granted Performance Shares. ( 3 )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 $45.3300 to $45.6000. 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. ( 4 )Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares. ( 5 )Represents 2013 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2013 Performance Share award is tested annually over a three-year period. All vested 2013 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2015. ( 6 )Represents mandatory conversion into Issuer's Ordinary Shares of all 2013 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer and filing of the annual report on Form 10-K for the year ended December 31, 2015. ( 7 )Represents 2014 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2014 Performance Share award is tested annually over a three-year period. All vested 2014 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2016. ( 8 )Represents 2015 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2015 Performance Share award is tested annually over a three-year period. All vested 2015 Performance Shares will be issued following the filing of the annual report on Form 10-K for the year ended December 31, 2017.

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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