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

1. Name and Address of Reporting Person *

Rheel Robert 		2. Issuer Name and Ticker or Trading Symbol

ASPEN INSURANCE HOLDINGS LTD [ AHL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President of U.S. Insurance
(Last)          (First)          (Middle)

ASPEN INSURANCE HOLDINGS LTD, 141 FRONT STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2016
(Street)

HAMILTON, D0 HM19
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Phantom Shares (2014 Grant)     (1) 2/19/2016     A      1203         (2)   (2) Phantom Shares   1203     (1) 2862   D    
Phantom Shares (2013 Grant)     (1) 2/19/2016     A      1211         (3)   (3) Phanton Shares   1211     (1) 3292   D    
Phantom Shares (2013 Grant)     (1) 2/19/2016     M   (4)       3292      (4)   (4) Phantom Shares   3292     (1) 0   D    
Phantom Shares (2015 Grant)     (1) 2/19/2016     A      1002         (5)   (5) Phantom Shares   1002     (1) 1002   D    

Explanation of Responses:
( 1)  Each Phantom Share represents the right to receive the economic equivalent of one of the Issuer's Ordinary Shares.
( 2)  Represents 2014 Phantom Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2014 Phantom Share award is tested annually over a three-year period. Subject to continued employment, all vested 2014 Phantom Shares will be settled in cash upon the filing of the annual report on Form 10-K for the year ended December 31, 2016.
( 3)  Represents 2013 Phantom Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2013 Phantom Share award is tested annually over a three-year period. Subject to continued employment, all vested 2013 Phantom Shares will be settled in cash upon the filing of the annual report on Form 10-K for the year ended December 31, 2015.
( 4)  Represents mandatory conversion into cash of all 2013 Phantom Shares eligible for vesting following the achievement of certain financial targets by the Issuer and filing of the annual report on Form 10-K for the year ended December 31, 2015.
( 5)  Represents 2015 Phantom Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2015 Phantom Share award is tested annually over a three-year period. Subject to continued employment, all vested 2015 Phantom Shares will be settled in cash upon the filing of the annual report on Form 10-K for the year ended December 31, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rheel Robert
ASPEN INSURANCE HOLDINGS LTD
141 FRONT STREET
HAMILTON, D0 HM19

President of U.S. Insurance

Signatures
/s/Silvia Martinez as Attorney-in-fact for Robert Rheel 2/23/2016
** 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).
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 control number.
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