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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DEUTSCH ROBERT V

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

9 FARM SPRINGS ROAD, 2D FLOOR -DARWIN

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2007

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/25/2007		D⁽¹⁾		900	D	⁽²⁾	60,100 ⁽³⁾	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

Share Units

⁽⁴⁾

01/25/2007

D⁽⁵⁾

956

⁽⁶⁾

common stock

956

⁽²⁾

1,700 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DEUTSCH ROBERT V 9 FARM SPRINGS ROAD 2D FLOOR -DARWIN FARMINGTON, CT 06032	X

Signatures

Robert V. Deutsch by Timothy J. Curry attorney-in-fact		01/26/2007
^**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)	Partial forfeiture of restricted award under Stock and Unit Plan for Nonemployee Directors, pursuant to Board action following reporting person's resignation from the Board of Directors.
(2)	Not applicable.
(3)	Amount reflects the effect of a 33-for-2 stock split that became effective on May 19, 2006, the initial public offering date of the issuer's common stock (the "stock split").
(4)	1-for-1
(5)	Pro-rata forfeiture of share units under Stock and Unit Plan for Nonemployee Directors, pursuant to Board action following reporting person's resignation from the Board.
(6)	The share units were credited under the Issuer's Stock and Unit Plan for Non-employee Directors (the "Plan") and may be paid in shares of Issuer common stock based upon the fair market value of such common stock on the first business day following the earlier of (1) the date that is five calendar years following the calendar year in which the reporting person's fees were originally converted to share units, and (ii) the date the reporting person cease to be a member of the Issuer's Board of Directors or a "change of control" as defined in the Plan.

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