Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Rendall Peter A.
2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2015
3. Issuer Name and Ticker or Trading Symbol
National General Holdings Corp. [NGHC]
(Last)
(First)
(Middle)
C/O NGHC, 59 MAIDEN LANE, 38TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO and Treasurer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10038
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $.01 par value 4,305
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock 06/06/2014(1) 06/06/2023 Common Stock, $.01 par value 83,643 $ 10.5 D  
Restricted Stock Units   (2)   (2) Common Stock, $.01 par value 5,388 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rendall Peter A.
C/O NGHC
59 MAIDEN LANE, 38TH FLOOR
NEW YORK, NY 10038
      COO and Treasurer  

Signatures

/s/ Peter A. Rendall 07/21/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) On June 6, 2013, 148,700 options were granted to the Reporting Person under the 2013 Equity Incentive Plan. 25% of the options granted vested on June 6, 2014, the first anniversary of the grant date. The remaining 75% of the options have continued to vest and will continue to vest pro rata quarterly over the three-year period following June 6, 2014.
(2) On February 27, 2015, Mr. Rendall received restricted stock units representing 5,388 shares subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis on the vesting date.
(3) Each restricted stock unit represents a contingent right to receive one share of National General Holdings Corp.'s common stock.

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