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 * Wilensky Scott M   2. Issuer Name and Ticker or Trading Symbol XCEL ENERGY INC [XEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & General Counsel (Last) (First) (Middle) 414 NICOLLET MALL 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2017 (Street) MINNEAPOLIS, MN 55401 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 02/21/2017   A   31,393.57 A (1) 117,318.583 (2) D   Common Stock 02/21/2017   M   5,800.622 A (3) 123,119.205 D   Common Stock 02/21/2017   F   18,417.271 D $ 42 104,700.013 (4) D   Common Stock               5,548.11 (5) I 401(k)

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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

Restricted Stock Units

(3)

02/21/2017

M

5,800.622 (6)

(7)

(7)

Common Stock

5,800.622 (6)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wilensky Scott M 414 NICOLLET MALL MINNEAPOLIS, MN 55401			EVP & General Counsel

Signatures

Tara M. Stoffel, Attorney in Fact for Scott M. Wilensky		02/23/2017
**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)	Of the 31,393.57 shares, 1,488.85 were issued at a price of $42.00 per share in connection with the reporting person's election to receive a portion of his annual incentive award in shares, and 29,904.72 shares were issued at no cost as a 5% premium on the annual incentive received in shares and in settlement of performance share units.
(2)	This amount also includes 2,762.377 shares of stock acquired since the reporting person's last report pursuant to the reinvestment of dividends.
(3)	Restricted stock units are settled in common stock on a one-for-one basis.
(4)	A fractional share interest was settled in cash in connection with the settlement of restricted stock and performance share unit awards and the withholding of shares for taxes.
(5)	Shares held in the Xcel Energy Stock Fund under the Xcel Energy 401(K) Savings Plan as of the most recent plan statement (February 21, 2017).
(6)	Number of shares and units shown reflects the reinvestment of dividend equivalents since the original grant of 5,221 units.
(7)	Award vested on December 31, 2016 but was settled in shares of common stock on February 21, 2017.

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