SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STRABLE-SOETHOUT DEANNA D

(Last)

(First)

(Middle)

711 HIGH STREET

(Street)

DES MOINES

50392

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2015

3. Issuer Name and Ticker or Trading Symbol
PRINCIPAL FINANCIAL GROUP INC [ PFG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - US Ins. Solutions

5. 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 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	39,335⁽¹⁾	D
Common Stock	610	I	By 401(k) Plan
Common Stock	31,048	I	By Spouse
Series B Non-Cumulative Perpetual Preferred Stock	2,200	I	By Spouse

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	02/26/2010	02/26/2017	Common Stock	8,180	$62.63	D
Employee Stock Option (Right to Buy)	02/26/2011	02/26/2018	Common Stock	21,235	$60.1	D
Employee Stock Option (Right to Buy)	02/24/2012	02/24/2019	Common Stock	13,884	$11.07	D
Employee Stock Option (Right to Buy)	02/23/2013	02/23/2020	Common Stock	18,905	$22.21	D
Employee Stock Option (Right to Buy)	02/28/2014	02/28/2021	Common Stock	19,160	$34.26	D
Employee Stock Option (Right to Buy)	02/27/2015	02/27/2022	Common Stock	15,915	$27.46	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/25/2023	Common Stock	16,210	$30.7	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/24/2024	Common Stock	10,590	$44.88	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/23/2025	Common Stock	21,780	$51.33	D
Phantom Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	2,646.5	⁽⁶⁾	D
Employee Stock Option (Right to Buy)	02/26/2010	02/26/2017	Common Stock	1,705	$62.63	I	By Spouse
Employee Stock Option (Right to Buy)	02/26/2011	02/26/2018	Common Stock	1,065	$60.1	I	By Spouse
Employee Stock Option (Right to Buy)	07/07/2011	07/07/2018	Common Stock	1,445	$39.88	I	By Spouse
Employee Stock Option (Right to Buy)	02/24/2012	02/24/2019	Common Stock	7,955	$11.07	I	By Spouse
Phantom Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	205	⁽⁶⁾	I	By Spouse

Explanation of Responses:

1. Includes 521 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

2. The options vest in three equal annual installments beginning February 25, 2014.

3. The options vest in three equal annual installments beginning February 24, 2015.

4. The options vest in three equal annual installments beginning February 23, 2016.

5. The reported phantom stock units were acquired pursuant to the Principal Select Savings Excess Plan and may be transferred at any time into another investment alternative under the Plan. Interests under the Plan will be settled upon the reporting person's retirement or other termination of service.

6. Security converts to common stock on a one-for-one basis.

Remarks:

	Patrick A. Kirchner, by Power of Attorney	03/07/2015
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.