XCEL ENERGY INC — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCEL ENERGY INC (XEL)
CIK: 0000072903
Period of Report: 2016-02-16

Reporting Person: Larson Kent T (EVP & Group Pres, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-16	Common Stock	A	15257.141	—	Acquired	77754.251	Direct
2016-02-16	Common Stock	F	7497.140	$38.82	Disposed	70257.111	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Phantom Stock	$	A	14556	Acquired		Common Stock (14556)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3471.630	Indirect

Footnotes

F1: A fractional share interest was settled in cash in connection with the settlement of a restricted stock unit award and the withholding of shares for taxes.

F2: This amount also includes 492.43 shares of stock acquired since the reporting person's last report pursuant to the reinvestment of dividends.

F3: Shares held in the Xcel Energy Stock Fund under the Xcel Energy 401(K) Savings Plan as of the most recent plan statement (February 17, 2016).

F4: Each share of phantom stock represents the right to receive one share of Xcel Energy common stock or the cash value thereof.

F5: 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"). Certain of the phantom shares may be transferred by the reporting person into alternative investment accounts in the Plan beginning one year after they are credited to the reporting person's Plan account.