Sec Form 4 Filing - Thornton Richard Matthew @ ASPEN INSURANCE HOLDINGS LTD - 2017-12-08

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 Thornton Richard Matthew 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) Former Group COO (Last) (First) (Middle) ASPEN INSURANCE HOLDINGS LIMITED, 141 FRONT STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2017 (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 11/01/2017 A V 820 A $ 36.27 ( 1 ) 4,654 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 Restricted Share Units (2015 Grant) ( 2 ) 12/08/2017 J( 3 ) 1,121 ( 4 ) ( 4 ) Ordinary Shares 1,1 21 ( 2 ) 0 D Restricted Share Units (2015 Part Bonus) ( 2 ) 12/08/2017 J( 5 ) 1,372 ( 6 ) ( 6 ) Ordinary Shares 1,372 ( 2 ) 0 D Restricted Share Units (2016 Grant) ( 2 ) 12/08/2017 J( 7 ) 2,190 ( 8 ) ( 8 ) Ordinary Shares 2,190 ( 2 ) 0 D Restricted Share Units (2017 Grant) ( 2 ) 12/08/2017 J( 9 ) 3,335 ( 10 ) ( 10 ) Ordinary Shares 3,335 ( 2 ) 0 D 2016 Performance Shares ( 11 ) 12/08/2017 J( 12 ) 1,187 ( 13 ) ( 13 ) Ordinary Shares 1,187 ( 11 ) 0 D 2015 Performance Shares ( 11 ) 12/08/2017 J( 14 ) 4,362 ( 15 ) ( 15 ) Ordinary Shares 4,362 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thornton Richard Matthew ASPEN INSURANCE HOLDINGS LIMITED 141 FRONT STREET HAMILTON, D0HM19 Former Group COO Signatures /s/ Silvia Martinez as Attorney-in-fact for Richard Thornton 12/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is voluntarily reporting the acquisition of ordinary shares from the Issuer's Share Purchase Plan which is otherwise exempt from Form 4 reporting under Rule 16a-3(f) of the Securities Exchange Act of 1934, as amended. ( 2 )Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares. ( 3 )The Reporting Person forfeited 1,121 2015 Restricted Share Units upon termination of employment effective December 8, 2017. ( 4 )Represents 2015 Restricted Share Units granted on March 5, 2015 under our 2013 Share Incentive Plan, as amended. One-third of the 2015 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 2015 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. ( 5 )The Reporting Person forfeited 1,372 2015 Part Bonus Restricted Share Units upon termination of employment effective December 8, 2017. ( 6 )Represents a portion of the Reporting Person's annual bonus for 2015 paid in Restricted Share Units. The Restricted Share Units were granted on February 8, 2016. One-third of the Restricted Share Units vest annually on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service, unless terminated without cause or by the Reporting Person for good reason. Upon vesting of the Restricted Share Units, the Reporting Person shall be entitled to receive a number of Ordinary Shares equal to the number of Restricted Share Units then vesting. ( 7 )The Reporting Person forfeited 2,190 2016 Restricted Share Units upon termination of employment effective December 8, 2017. ( 8 )Represents 2016 Restricted Share Units granted on February 8, 2016 under our 2013 Share Incentive Plan, as amended. One-third of the 2016 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 2016 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. ( 9 )The Reporting Person forfeited 3,335 2017 Restricted Share Units upon termination of employment effective December 8, 2017. ( 10 )Represents 2017 Restricted Share Units granted on February 10, 2017 under our 2013 Share Incentive Plan, as amended. One-third of the 2017 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 2017 Restricted Share Units, the Reporting Person shall be entitled to received a number or Ordinary Shares equal to the number of Restricted Share Units then vesting. ( 11 )Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares. ( 12 )The Reporting Person forfeited 1,187 2016 Performance Share Units upon termination of employment effective December 8, 2017. ( 13 )Represents 2016 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2016 Performance Share award is tested annually over a three-year period. All vested 2016 Performance Shares will be issued following the filing of the annual report on Form 10-K for the year ended December 31, 2018. ( 14 )The Reporting Person forfeited 4,362 2015 Performance Share Units upon termination of employment effective December 8, 2017. ( 15 )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.

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