Deeks Terence N Form 5 NAVIGATORS / TERENCE N DEEKS ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DEEKS TERENCE N

(Last) (First) (Middle)

C/O THE NAVIGATORS GROUP, INC.

400 ATLANTIC STREET, 8TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NAVIGATORS GROUP INC [ NAVG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock, par value $0.10 per share	03/19/2018		G	72,826(1)	A	$0.00	2,697,065	D
Common Stock, par value $0.10 per share	03/19/2018		G	323,924(2)	D	$0.00	2,697,065	I	See Footnote(3)
Common Stock, par value $0.10 per share	02/01/2018		G	882,612(4)	D	$0.00	2,697,065	I	See Footnote(3)
Common Stock, par value $0.10 per share	09/24/2018		G	142,587(5)	A	$0.00	2,697,065	I	See Footnote(3)
Common Stock, par value $0.10 per share	12/31/2018		G	144,993(6)	A	$0.00	2,697,065	D
Common Stock, par value $0.10 per share	12/31/2018		G	262,789(7)	A	$0.00	2,697,065	D
Common Stock, par value $0.10 per share	12/31/2018		G	195,466(8)	A	$0.00	2,697,065(3)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents distribution in kind to the Reporting Person by the Terence N. Deeks 2015 Qualified Three Year Annuity Trust (the "2015 Trust").

2. Represents distribution in kind by the 2015 Trust to trusts for the benefit of Reporting Person's children or grandchildren.

3. Includes 1,667,051 shares held by the 2016 Trust, 2017 Trust and 2018 Trust (collectively the "Trusts"), as of December 31, 2018, of which the Reporting Person is the settler, 56,400 shares owned jointly with the Reporting Person's wife, 745,809 shares held directly and 256,104 shares held by the Deeks Family Foundation (the "Foundation"). The Reporting Person disclaims beneficial ownership of the shares held by the Trusts and the Foundation except to the extent of any pecuniary interest he may be deemed to hold therein.

4. Represents gift by the Reporting Person to the Terence N. Deeks 2018 Qualified Three Year Annuity Trust (the "2018 Trust").

5. Represents gift by the Reporting Person to the Deeks Family Foundation.

6. Represents distribution in kind to the Reporting Person by the Terence N. Deeks 2016 Qualified Three Year Annuity Trust (the "2016 Trust").

7. Represents distribution in kind to the Reporting Person by the Terence N. Deeks 2017 Qualified Three Year Annuity Trust (the "2017 Trust").

8. Represents distribution in kind to the Reporting Person by the 2018 Trust.

Remarks:

	/s/ Deepa R. Nayini, attorney-in-fact	01/28/2019
	** Signature of Reporting Person	Date
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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