David T Hudson Form 4 XCEL ENERGY / David T Hudson ownership change

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

Hudson David T

(Last) (First) (Middle)

600 S. TYLER

SPS TOWER

(Street)

AMARILLO TX 79101

(City) (State) (Zip)

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)
President, SPS

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

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 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	02/21/2017		A		1,041.565	A	(1)	6,020.465(2)	D
Common Stock	02/21/2017		M		1,123.24	A	(3)	7,143.705	D
Common Stock	02/21/2017		F		441.959	D	$42	6,700.9(4)	D
Common Stock								637.21(5)	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)	02/21/2017		A		5,646		(6)	(6)	Common Stock	5,646	$0	12,144.87(9)	D
Restricted Stock Units	(3)	02/21/2017		M			1,123.24(7)	(8)	(8)	Common Stock	1,123.24(7)	$0	0	D

Explanation of Responses:

1. Of the 1,041.565 shares, 762 were issued at a price of $42.00 per share in connection with the reporting person's election to receive a portion of his annual incentive award in restricted shares, and the rest were issued at no cost as a 20% premium on the annual incentive received in shares and in settlement of performance share units.

2. This amount also includes 119.13 shares of stock acquired since the reporting person's last report pursuant to the reinvestment of dividends.

3. Restricted stock units and phantom shares are settled in common stock on a one-for-one basis.

4. A fractional share interest was settled in cash in connection with the settlement of restricted stock and performance share unit awards and the withholding of shares for taxes.

5. Shares held in the Xcel Energy Stock Fund under the Xcel Energy 401(K) Savings Plan as of the most recent plan statement (February 21, 2017).

6. Shares of phantom stock become payable in accordance with the reporting person's distribution election made under the issuers Deferred Compensation Plan (the "Plan").

7. Number of shares and units shown reflects the reinvestment of dividend equivalents since the original grant of 1,011 units.

8. Award vested on December 31, 2016 but was settled in shares of common stock on February 21, 2017.

9. The number of shares of phantom stock reflects additional shares credited upon the deemed reinvestment of dividend equivalents as well as minor adjustments due to the unitized nature of the Plan's Issuer stock fund.

	Tara M. Stoffel, Attorney in Fact for David T. Hudson	02/23/2017
	** 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).
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