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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	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) 12/31/2016
	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 $.10 per share	03/18/2016		G	55,525(1)	A	$0.00	3,715,124	D
Common Stock par value $.10 per share	03/18/2016		G	244,527(2)	D	$0.00	3,715,124	I	See Footnote(3)
Common Stock par value $.10 per share	04/27/2016		G	714,579(4)	D	$0.00	3,715,124	I	See Footnote(3)
Common Stock par value $.10 per share	12/16/2016		G	5,000(5)	A	$0.00	3,715,124	I	See Footnote(3)
Common Stock par value $.10 per share	12/31/2016		G	157,801(6)	A	$0.00	3,715,124	D
Common Stock par value $.10 per share	12/31/2016		G	179,536(7)	A	$0.00	3,715,124	D
Common Stock par value $.10 per share	12/31/2016		G	117,523(8)	A	$0.00	3,715,124(3)(9)	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 2013 Qualified Three Year Annuity Trust (the "2013 Trust").

2. Represents distribution in kind by the 2013 Trust to trusts for the benefit of Reporting Person's children or grandchildren.

3. Includes 2,631,826 shares held by the 2014 Trust, 2015 Trust and 2016 Trust (collectively the "Trusts"), as of December 31, 2016, of which the Reporting Person is the settler, 56,400 shares owned jointly with the Reporting Person's wife, 975,898 shares held directly and 51,000 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 2016 Qualified Three Year Annuity Trust (the "2016 Trust").

5. Represents a gift to the Deeks Family Foundation (the "Foundation").

6. Represents distribution in kind to the Reporting Person by the Terence N. Deeks 2014 Qualified Three Year Annuity Trust (the "2014 Trust").

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

8. Represents distribution in kind to the Reporting Person by the 2016 Trust.

9. On December 6, 2016, the Board of Directors of the Issuer declared a stock dividend, payable to all holders of record of common stock on December 30, 2016, of one share of common stock for each share of common stock outstanding. As a result, the reported amount of securities beneficially owned includes 1,857,562 shares that the Reporting Person received on January 20, 2017.

Remarks:

	/s/ Deepa Nayini, attorney-in-fact	02/13/2017
	** 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).
** 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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