SEC FORM 4

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^*

EISDORFER R SCOTT

(Last)

(First)

(Middle)

ONE PENN PLAZA

(Street)

NEW YORK

10119

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/24/2006		M		5,000	A	$10.875	14,811⁽¹⁾	D
Common Stock	05/24/2006		D		5,000	D	$42.02	14,811⁽¹⁾	D
Common Stock	03/22/2007		M		5,000	A	$10.875	14,811⁽¹⁾	D
Common Stock	03/22/2007		D		5,000	D	$51.07	14,811⁽¹⁾	D
Common Stock	06/18/2007		M		5,000	A	$10.875	14,811⁽¹⁾	D
Common Stock	06/18/2007		D		5,000	D	$52.75	14,811⁽¹⁾	D
Common Stock	12/31/2007		M		5,000	A	$10.875	14,811⁽¹⁾	D
Common Stock	12/31/2007		D		5,000	D	$65	14,811⁽¹⁾	D
Common Stock	09/19/2008		M		5,000	A	$10.5	14,811⁽¹⁾	D
Common Stock	09/19/2008		D		5,000	D	$64.97	14,811⁽¹⁾	D
Common Stock	09/23/2009		M		5,000	A	$10.5	19,811⁽²⁾	D
Common Stock	09/23/2009		D		5,000	D	$52.61	14,811⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$10.875	05/24/2006		M			5,000	01/12/2001	01/12/2010	Common Stock	5,000	$0	15,000	D
Stock Appreciation Rights	$10.875	03/22/2007		M			5,000	01/12/2002	01/12/2010	Common Stock	5,000	$0	10,000	D
Stock Appreciation Rights	$10.875	06/18/2007		M			5,000	01/12/2003	01/12/2010	Common Stock	5,000	$0	5,000	D
Stock Appreciation Rights	$10.875	12/31/2007		M			5,000	01/12/2004	01/12/2010	Common Stock	5,000	$0	0	D
Stock Appreciation Rights	$10.5	09/19/2008		M			5,000	09/29/2002	09/29/2010	Common Stock	5,000	$0	5,000	D
Stock Appreciation Rights	$10.5	09/23/2009		M			5,000	09/29/2004	09/29/2010	Common Stock	5,000	$0	0	D

Explanation of Responses:

1. Mr. Eisdorfer was granted an aggregate of 30,000 stock appreciation rights ("SARs") in 2000. There was an inadvertent omission to disclose the exercise of such SARs at the time that such transactions occurred and such SARs exercises are therefore now being disclosed herein. Mr. Eisdorfer currently owns 14,811 shares, excluding nonvested shares of restricted stock. The records of ownership at the time of this series of transactions are not available.

2. Excludes nonvested shares of restricted stock.

	R. Scott Eisdorfer	12/24/2009
	** 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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