SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
OBrien David M

(Last) (First) (Middle)
1100 SW 6TH AVE

(Street)
PORTLAND OR 97204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STANCORP FINANCIAL GROUP INC [ SFG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP IT
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2016
4. If Amendment, Date of 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
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 03/07/2016 U 24,056 D $115 0 D
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 Securities Underlying Derivative Security (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: 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
Performance Shares 02102014 $0(1) 03/07/2016 A 1,461 12/31/2016 12/31/2016 common stock 1,461 $0 1,461 D
Performance Shares 02232015 $0(1) 03/07/2016 A 860 12/31/2017 12/31/2017 common stock 860 $0 860 D
Restricted Stock Unit 021014 $0(1) 03/07/2016 U 1,087 12/31/2016 12/31/2016 common stock 1,087 $115 0 D
Restricted Stock Unit 02232015 $0(1) 03/07/2016 U 1,091 12/31/2017 12/31/2017 common stock 1,091 $115 0 D
Stock Option RTB 01022008 $49.75 03/07/2016 U 12,475 01/02/2009(2) 01/02/2018 common stock 12,475 $65.25 0 D
Stock Option RTB 01022009 $41.36 03/07/2016 U 20,898 12/31/2009(2) 01/02/2019 common stock 20,898 $73.64 0 D
Stock Option RTB 01032007 $45.49 03/07/2016 U 15,000 01/03/2008(2) 01/03/2017 common stock 15,000 $69.51 0 D
Stock Option RTB 01042010 $41.47 03/07/2016 U 9,644 12/31/2010(2) 01/04/2020 common stock 9,644 $73.53 0 D
Stock Option RTB 02102014 $63.51 03/07/2016 U 3,190 12/31/2014(2) 02/10/2024 common stock 3,190 $51.49 0 D
Stock Option RTB 02112013 $38.56 03/07/2016 U 6,923 12/31/2013(2) 02/11/2023 common stock 6,923 $76.44 0 D
Stock Option RTB 02132012 $39.58 03/07/2016 U 10,870 12/31/2012(2) 02/13/2022 common stock 10,870 $75.42 0 D
Stock Option RTB 02142011 $45.85 03/07/2016 U 5,339 12/31/2011(2) 02/14/2021 common stock 5,339 $69.15 0 D
Stock Option RTB 06012006 $48.82 03/07/2016 U 6,000 06/01/2007(2) 06/01/2016 common stock 6,000 $66.18 0 D
Performance Shares 02102014 $0(1) 03/07/2016 U 1,461 12/31/2016 12/31/2016 common stock 1,461 $115 0 D
Performance Shares 02232015 $0(1) 03/07/2016 U 860 12/31/2017 12/31/2017 common stock 860 $115 0 D
Stock Option RTB 02232015 $66.19 03/07/2016 U 3,389 12/31/2015(2) 02/23/2025 common stock 3,389 $48.81 0 D
Explanation of Responses:
1. Each Restricted Stock Unit and Performance Share represented a contingent right to receive one share of SFG stock upon vesting. All Restricted Stock Units and Performance Shares were canceled in the merger of the issuer and a subsidiary of Meiji Yasuda Life Insurance Company (the "Merger") for a cash payment equal to the Merger consideration of $115 per share.
2. Each option, which provided for vesting in four equal annual installments beginning on the date set forth in the Date Exercisable column, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $115 per share.
Holley Y. Franklin 03/09/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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