Sec Form 4 Filing - O'Connor Timothy John @ XCEL ENERGY INC - 2020-02-18

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person O'Connor Timothy John 2. Issuer Name and Ticker or Trading Symbol XCEL ENERGY INC [ XEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP and CNO (Last) (First) (Middle) 414 NICOLLET MALL 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2020 (Street) MINNEAPOLIS, MN55401 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 02/18/2020 A 14,630.519 A $ 0 28,107.622 ( 1 ) D Common Stock 02/18/2020 M 4,710.881 A 32,818.503 D Common Stock 02/18/2020 F 9,509.4 D $ 70.26 23,309.103 ( 3 ) D Common Stock 343.138 ( 4 ) I 401(k)

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 Stock Units ( 2 ) 02/18/2020 M 4,710.881 ( 5 ) ( 6 ) ( 6 ) Common Stock 4,710.881 $ 0 0 D Phantom Stock $ 0 ( 7 ) 02/18/2020 A 5,420 ( 8 ) ( 8 ) Common Stock 5,420 $ 70.26 62,825.529 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Connor Timothy John 414 NICOLLET MALL MINNEAPOLIS, MN55401 SVP and CNO Signatures Gioia M. Gentile, Attorney in Fact for Timothy John O'Connor 02/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount also includes 15.222 shares of stock acquired since the reporting person's last report pursuant to the reinvestment of dividends. ( 2 )Restricted stock units are settled in common stock on a one-for-one basis. ( 3 )Fractional share interests relating to the settlement of restricted stock and performance share unit awards and relating to share withholding for taxes were settled in cash. ( 4 )Shares held in the Xcel Energy Stock Fund under the Xcel Energy 401(k) Savings Plan as of plan statement dated February 14, 2020. ( 5 )Number of shares and units shown reflects the reinvestment of dividend equivalents since the original grant of 4,309 units. ( 6 )Award vested on December 31, 2019 but was settled in shares of common stock on February 18, 2020. ( 7 )Each share of phantom stock represents the right to receive the cash value of one share of common stock. ( 8 )Shares of phantom shares become payable in accordance with the reporting person's distribution elections made pursuant to the Xcel Energy Deferred Compensation Plan (the "Plan"). Subject to certain timing restrictions and other limitations based on the source of the amount deferred, the reporting person may generally transfer some or all of the balance in the Plan's Company stock account into an alternative Plan investment account. ( 9 )The number of shares of phantom stock reflects both additional shares credited upon the deemed reinvestment of dividend equivalents as reported in the most recent report from the Plan administrator, as well as minor adjustments to the number of phantom shares credited to the reporting person's Company stock account due to the unitized nature of the Plan's Company stock fund.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.