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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BERNARD EDWARD C (Last) (First) (Middle) T. ROWE PRICE GROUP, INC. P.O. BOX 89000 (Street) BALTIMORE MD 21289-0320 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRICE T ROWE GROUP INC [ TROW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Vice COB & Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2015
	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	09/09/2015		A		4,500(1)	A	$0	644,900.844	D
Common Stock	09/10/2015		A	V	801.973	A	$80.9178(2)	645,702.817	D
Common Stock								77,500	I	2012 Ellen N. Bernard Family Trust
Common Stock								201,963	I	2008 Bernard Family Trust
Common Stock								60,500	I	By Spouse

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
Stock Options (Right to Buy)	$70.92	09/10/2015		A		15,000		12/09/2016(3)	09/10/2025	Common Stock	15,000	$0	15,000	D
Stock Options (Right to Buy)	$48.0508							09/06/2008(4)	09/06/2017	Common Stock	104,096		104,096	D(5)
Stock Options (Right to Buy)	$54.8329							09/04/2009(6)	09/04/2018	Common Stock	104,096		104,096	D(5)
Stock Options (Right to Buy)	$26.3885							11/01/2010(7)	02/12/2019	Common Stock	52,047		52,047	D(5)
Stock Options (Right to Buy)	$43.3725							11/01/2010(8)	09/10/2019	Common Stock	52,047		52,047	D(5)
Stock Options (Right to Buy)	$47.6474							11/01/2011(9)	02/18/2020	Common Stock	52,047		52,047	D(5)
Stock Options (Right to Buy)	$45.7933							11/01/2011(10)	09/08/2020	Common Stock	52,048		52,048	D(5)
Stock Options (Right to Buy)	$67.5613							11/01/2012(11)	02/17/2021	Common Stock	52,048		52,048	D(5)
Stock Options (Right to Buy)	$48.56							11/01/2012(12)	09/08/2021	Common Stock	52,048		52,048	D(5)
Stock Options (Right to Buy)	$59.0693							12/10/2013(13)	02/23/2022	Common Stock	26,023		26,023	D(5)
Stock Options (Right to Buy)	$60.7984							12/10/2013(14)	09/06/2022	Common Stock	23,421		23,421	D(5)
Stock Options (Right to Buy)	$69.6708							12/10/2014(15)	02/21/2023	Common Stock	23,060		23,060	D(16)
Stock Options (Right to Buy)	$70.2854							12/10/2014(17)	09/10/2023	Common Stock	16,399		16,399	D(16)
Stock Options (Right to Buy)	$77.9443							12/10/2015(18)	02/19/2024	Common Stock	17,936		17,936	D(16)
Stock Options (Right to Buy)	$78.4418							12/10/2015(19)	09/10/2024	Common Stock	15,374		15,374	D(16)
Stock Options (Right to Buy)	$80.9492							12/09/2016(20)	02/19/2025	Common Stock	15,374		15,374	D(16)

Explanation of Responses:

1. On September 09, 2015, the Executive Compensation Committee certified that the performance threshold on certain performance-based restricted stock awards were met. The awards are settled in shares of common stock upon vesting. The awards vest in five equal annual installments beginning on December 10, 2015.

2. Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price.

3. 09/10/2015 Grant - The option vests 20% annually over a 5 year period beginning on 12/09/2016.

4. 09/06/2007 Grant - The option vests 20% annually over a 5 year period beginning on 09/06/2008.

5. As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 1.56% on December 13, 2012, and by 2.5% on April 7, 2015, the ex-dividend dates, as a result of special dividends that were declared by T. Rowe Price Group, Inc.

6. 09/04/2008 Grant - The option vests 20% annually over a 5 year period beginning on 09/04/2009.

7. 2/12/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.

8. 09/10/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.

9. 02/18/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.

10. 09/08/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.

11. 02/17/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.

12. 09/08/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.

13. 02/23/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.

14. 09/06/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.

15. 02/21/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.

16. As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 2.5% on April 7, 2015, the ex-dividend date, as a result of a special dividend that was declared by T. Rowe Price Group, Inc.

17. 09/10/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.

18. 02/19/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.

19. 09/09/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.

20. 02/19/2015 Grant - The option vests 20% annually over a 5 year period beginning on 12/09/2016.

	/s/ Edward C. Bernard	09/11/2015
	** Signature of Reporting Person	Date
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