FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Brown Heather

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/25/2017 

3. Issuer Name and Ticker or Trading Symbol

ASPEN INSURANCE HOLDINGS LTD [AHL]

(Last)        (First)        (Middle)

141 FRONT STREET

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Group HR Director /

(Street)

HAMILTON, D0 HM19       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Ordinary Shares   (1) 126   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units (2017 Grant)     (2)   (2) Ordinary Shares   1156.0   (2)   (3) D    
Restricted Share Units (2016 Grant)     (4)   (4) Ordinary Shares   474.0   (4)   (3) D    
Phantom Shares (2016 Grant)     (5)   (5) Ordinary Shares   86.0   (5)   (6) D    

Explanation of Responses:
(1)  This form is being filed following the Reporting Person's appointment to the Issuer's Group Executive Committee effective September 25, 2017.
(2)  Represents 2017 Restricted Share Units granted on February 10, 2017 under our 2013 Share Incentive Plan, as amended. One-third of the 2017 Restricted Share Units vests annually on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service. Upon vesting of the 2017 Restricted Share Units, the Reporting Person shall be entitled to recieve a number of Ordinary Shares equal to the number of Restricted Share Units then vesting.
(3)  Each Restricted Share Unit represents the right to recieve one share of the Issuer's Ordinary Shares.
(4)  Represents 2016 Restricted Share Units granted on February 8, 2016 under our 2013 Share Incentive Plan, as amended. One-third of the 2016 Restricted Share Units vests annually on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service. Upon vesting of the 2016 Restricted Share Units, the Reporting Person shall be entitled to recieve a number of Ordinary Shares equal to the number of Restricted Share Units then vesting.
(5)  Represents 2016 Phantom Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One-third of the 2016 Phantom Share award is tested annually over a three-year period. Subject to continued employment, all vested 2016 Phantom Shares will be settled in cash upon the filing of the annual report on Form 10-K for the year ended December 31, 2018.
(6)  Each Phantom Share represents the right to receive the economic equivalent of one of the Issuer's Ordinary Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brown Heather
141 FRONT STREET
HAMILTON, D0 HM19


Group HR Director

Signatures
/s/Silvia Martinez as Attorney-in-fact for Heather Brown 10/3/2017
** 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 5(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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