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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(Print or Type Responses)
1. Name and Address of Reporting Person *
COULTER CHAD
   2. Issuer Name and Ticker or Trading Symbol
DELPHI FINANCIAL GROUP INC/DE [DFG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP, Gen Counsel & Secy
(Last)
(First)
(Middle)
C/O RELIANCE STANDARD LIFE INSURANCE CO., 2001 MARKET STREET, SUITE 1500		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012
(Street)

PHILADELPHIA, PA 19103		 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
Class A Common Stock 05/15/2012   D   38,991 D $ 43.875 (1) 0 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 25.8667 05/15/2012   D     22,500 02/11/2005 02/11/2014 Class A Common Stock 22,500 (2) 0 D  
Stock Option (right to buy) $ 29.4333 05/15/2012   D     7,500 02/09/2006 02/09/2015 Class A Common Stock 7,500 (2) 0 D  
Stock Option (right to buy) $ 31.3533 05/15/2012   D     15,000 02/08/2007 02/08/2016 Class A Common Stock 15,000 (2) 0 D  
Restricted Share Units (3) 05/15/2012   D     2,245   (4)   (4) Class A Common Stock 2,245 (5) 0 D  
Stock Option (right to buy) $ 40.83 05/15/2012   D     10,000 02/07/2008 02/16/2017 Class A Common Stock 10,000 (2) 0 D  
Restricted Share Units (3) 05/15/2012   D     6,292   (4)   (4) Class A Common Stock 6,292 (5) 0 D  
Stock Option (right to buy) $ 29.14 05/15/2012   D     85,000 06/17/2010 02/15/2018 Class A Common Stock 85,000 (2) 0 D  
Restricted Share Units (3) 05/15/2012   D     11,770   (4)   (4) Class A Common Stock 11,770 (5) 0 D  
Restricted Share Units (3) 05/15/2012   D     10,430   (4)   (4) Class A Common Stock 10,430 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COULTER CHAD
C/O RELIANCE STANDARD LIFE INSURANCE CO.
2001 MARKET STREET, SUITE 1500
PHILADELPHIA, PA 19103		       Senior VP, Gen Counsel & Secy  

Signatures

 Chad W. Coulter   05/17/2012
**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) Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $43.875 in cash. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012.
(2) Pursuant to the terms of the Merger Agreement, such option, whether or not fully vested, was cancelled in exchange for the right to receive a cash payment equal to the amount by which $44.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class A Common Stock underlying such option.
(3) 1-for-1.
(4) The terms of these restricted share units provided that the reporting person would receive the underlying shares of Class A Common Stock in installments over various specified time periods, subject to accelerated delivery upon the occurrence of various specified events.
(5) Pursuant to the terms of the Merger Agreement, such restricted share units, whether or not fully vested, were cancelled in exchange for the right to receive a cash payment of $43.875 per underlying share of Class A Common Stock. In addition, pursuant to the terms of the Merger Agreement, a payment in the amount of $1.00 per share of Class A Common Stock underlying such units was made on May 16, 2012.

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