XCEL ENERGY INC — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCEL ENERGY INC (XEL)
CIK: 0000072903
Period of Report: 2016-03-01

Reporting Person: Hudson David T (President, SPS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	F	320.667	$39.54	Disposed	4818.827	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Phantom Stock	$0	A	14.783	Acquired		Common Stock (14.783)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	616.778	Indirect

Footnotes

F1: Withholding of stock to satisfy tax withholding obligation on vesting of an award of restricted stock under the Xcel Energy Executive Annual Incentive Award Program that were included in the common stock holdings reported by the reporting person on Form 4 filed on February 18, 2016.

F2: Shares held in the Xcel Energy Stock Fund under the Xcel Energy 401(k) Savings Plan as of the most recent plan statement (February 25, 2016).

F3: Security converts to common stock on a one-for-one basis.

F4: Shares of phantom stock become payable in accordance with the reporting person's distribution elections made pursuant to the Xcel Energy Deferred Compensation Plan (the "Plan").

F5: The number of shares of phantom stock reflects both additional shares credited upon the deemed reinvestment of dividend equivalents as reported in the most recent report from the Plan administrator, as well as the number of shares reflected in such report as attributable to the reporting person in the Plan's unitized Company stock fund.