Edgar Filing: Litvack James Michael

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Litvack James Michael

2. Issuer Name and Ticker or Trading Symbol
DELPHI FINANCIAL GROUP INC/DE [DFG]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former director

(Last)

(First)

(Middle)

C/O DELPHI CAPITAL MANAGEMENT, INC., 590 MADISON AVENUE, 30TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012

(Street)

NEW YORK, NY 10022

4. If Amendment, Date 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

(City)

(State)

(Zip)

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
Class A Common Stock	05/15/2012		D		4,158	D	$ 43.875 ⁽¹⁾	0	D

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 31.6067

05/15/2012

15,000

08/05/2006

08/05/2015

Class A Common Stock

15,000

⁽²⁾

Stock Option (right to buy)

$ 31.6067

05/15/2012

1,779

11/03/2005

08/05/2015

Class A Common Stock

1,779

⁽²⁾

Stock Option (right to buy)

$ 34.6667

05/15/2012

7,452

05/04/2007

05/04/2016

Class A Common Stock

7,452

⁽²⁾

Stock Option (right to buy)

$ 34.6667

05/15/2012

2,163

08/02/2006

05/04/2016

Class A Common Stock

2,163

⁽²⁾

Stock Option (right to buy)

$ 42.91

05/15/2012

6,991

05/01/2008

05/09/2017

Class A Common Stock

6,991

⁽²⁾

Stock Option (right to buy)

$ 27.15

05/15/2012

2,762

08/05/2008

05/07/2018

Class A Common Stock

2,762

⁽²⁾

Stock Option (right to buy)

$ 27.15

05/15/2012

11,049

05/01/2009

05/07/2018

Class A Common Stock

11,049

⁽²⁾

Stock Option (right to buy)

$ 19.58

05/15/2012

15,322

05/01/2010

05/06/2019

Class A Common Stock

15,322

⁽²⁾

Stock Option (right to buy)

$ 19.58

05/15/2012

3,830

08/04/2009

05/06/2019

Class A Common Stock

3,830

⁽²⁾

Stock Option (right to buy)

$ 26.33

05/15/2012

5,697

05/01/2011

05/05/2020

Class A Common Stock

5,697

⁽²⁾

Stock Option (right to buy)

$ 26.33

05/15/2012

2,279

08/03/2010

05/05/2020

Class A Common Stock

2,279

⁽²⁾

Stock Option (right to buy)

$ 29.83

05/15/2012

5,028

05/01/2012

05/11/2021

Class A Common Stock

5,028

⁽²⁾

Stock Option (right to buy)

$ 29.83

05/15/2012

2,011

08/09/2011

05/11/2021

Class A Common Stock

2,011

⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Litvack James Michael C/O DELPHI CAPITAL MANAGEMENT, INC. 590 MADISON AVENUE, 30TH FLOOR NEW YORK, NY 10022				Former director

Signatures

Chad W. Coulter, Attorney-in-Fact for James M. Litvack		05/17/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $43.875 in cash. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012.
(2)	Pursuant to the terms of the Merger Agreement, such option, whether or not fully vested, was cancelled in exchange for the right to receive a cash payment equal to the amount by which $44.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class A Common Stock underlying such option.

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