Edgar Filing: Darwin Professional Underwriters Inc

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sills Stephen Jay

2. Issuer Name and Ticker or Trading Symbol
Darwin Professional Underwriters Inc [DR]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

9 FARM SPRINGS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2008

(Street)

FARMINGTON, CT 06032

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)
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	06/06/2008	06/06/2008	J⁽¹⁾		21,386	A ⁽¹⁾	⁽¹⁾	295,404	D
Common Stock	06/06/2008	06/06/2008	J⁽¹⁾		21,386	D ⁽¹⁾	⁽¹⁾	439,819	I	By trusts ⁽²⁾
Common Stock	06/06/2008⁽³⁾	⁽³⁾	J⁽³⁾		1,000	D ⁽³⁾	⁽³⁾	0	I	By child
Common Stock	06/06/2008⁽³⁾	⁽³⁾	J⁽³⁾		900	D ⁽³⁾	⁽³⁾	0	I	by child
Common Stock	06/06/2008⁽³⁾	⁽³⁾	J⁽³⁾		1,050	D ⁽³⁾	⁽³⁾	0	I	by Child
Common Stock								900	I	By reporting person as UTMA custodian

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sills Stephen Jay 9 FARM SPRINGS ROAD FARMINGTON, CT 06032	X		President and CEO

Signatures

Stephen J. Sills by Timothy J. Curry, attorney-in-fact		06/24/2008
^**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)	Represents a change in form of beneficial ownership from indirect to direct, through a transfer of shares out of Reporting Person's 2006 grantor annuity trust ("2006 GRAT") in accordance with the terms of the 2006 GRAT document. No change in reporting person's pecuniary interest in the transferred shares occurred as a result of this transaction.
(2)	Shares held by grantor trusts ("GRATs") established by the Reporting Person in 2006, 2007 and 2008.
(3)	Represents a change in status of shares of Common Stock owned by the Reporting Person's adult child. Previously, such shares had been reported as beneficially owned, with the Reporting Person disclaiming beneficial ownership. Reporting person has no pecuniary interest, nor any voting control over such shares, and such shares will no longer be reported as beneficially owned.

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