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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Hudson David T
  2. Issuer Name and Ticker or Trading Symbol
XCEL ENERGY INC [XEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, SPS
(Last)
(First)
(Middle)
600 S. TYLER, SPS TOWER
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017
(Street)

AMARILLO, TX 79101
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
Common Stock 02/21/2017   A   1,041.565 A (1) 6,020.465 (2) D  
Common Stock 02/21/2017   M   1,123.24 A (3) 7,143.705 D  
Common Stock 02/21/2017   F   441.959 D $ 42 6,700.9 (4) D  
Common Stock               637.21 (5) I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (3) 02/21/2017   A   5,646     (6)   (6) Common Stock 5,646 $ 0 12,144.87 (9) D  
Restricted Stock Units (3) 02/21/2017   M     1,123.24 (7)   (8)   (8) Common Stock 1,123.24 (7) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hudson David T
600 S. TYLER
SPS TOWER
AMARILLO, TX 79101
      President, SPS  

Signatures

 Tara M. Stoffel, Attorney in Fact for David T. Hudson   02/23/2017
**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) Of the 1,041.565 shares, 762 were issued at a price of $42.00 per share in connection with the reporting person's election to receive a portion of his annual incentive award in restricted shares, and the rest were issued at no cost as a 20% premium on the annual incentive received in shares and in settlement of performance share units.
(2) This amount also includes 119.13 shares of stock acquired since the reporting person's last report pursuant to the reinvestment of dividends.
(3) Restricted stock units and phantom shares are settled in common stock on a one-for-one basis.
(4) A fractional share interest was settled in cash in connection with the settlement of restricted stock and performance share unit awards and the withholding of shares for taxes.
(5) Shares held in the Xcel Energy Stock Fund under the Xcel Energy 401(K) Savings Plan as of the most recent plan statement (February 21, 2017).
(6) Shares of phantom stock become payable in accordance with the reporting person's distribution election made under the issuers Deferred Compensation Plan (the "Plan").
(7) Number of shares and units shown reflects the reinvestment of dividend equivalents since the original grant of 1,011 units.
(8) Award vested on December 31, 2016 but was settled in shares of common stock on February 21, 2017.
(9) The number of shares of phantom stock reflects additional shares credited upon the deemed reinvestment of dividend equivalents as well as minor adjustments due to the unitized nature of the Plan's Issuer stock fund.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.