SEC FORM 4

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^*

LaGrasse John V

(Last)

(First)

(Middle)

ONE AMERICAN ROW

(Street)

HARTFORD

06102-5056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHOENIX COMPANIES INC/DE [ PNX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Alt Retirement Solutions

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	05/21/2010		P		6,107.9448⁽¹⁾	A	$2.52	11,491.3531⁽²⁾	I	By 401(k)
Common								12,556.203	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common	984.6		984.6	D
Restricted Stock Units (021308)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	14,113.181		14,113.181	D
Restricted Stock Units (030508)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	29,121.553		29,121.553	D
Stock Option (Right to Buy)	$9.53							⁽⁶⁾	11/17/2014	Common	23,191		23,191	D
Stock Option (Right to Buy)	$12.54							⁽⁶⁾	02/08/2017	Common	28,988		28,988	D
Stock Option (Right to Buy)	$9.84							⁽⁷⁾	02/13/2018	Common	35,283		35,283	D
Stock Option (Right to Buy)	$2.84							⁽⁶⁾	03/08/2020	Common	10,259		10,259	D

Explanation of Responses:

1. Represents the pro rata portion of the stock held in the PNX Common Stock Fund pursuant to the Phoenix Savings & Investment Plan that was acquired by the reporting person on the transaction date. This information is based on information provided by the Plan Trustee as of that date.

2. Represents the Reporting Person's pro rata portion of the stock held in the PNX Common Stock Fund as of the date of the event requiring statement pursuant to the Phoenix Savings and Investment Plan. This information is based on information provided by the Plan Trustee as of that date.

3. Pursuant to the terms of the Reporting Person's employment, the Reporting Person previously received the reported restricted stock units ("RSUs"), each RSU representing one share of stock. The underlying shares of common stock thereafter became deliverable, without consideration. Pursuant to a previous election, the Reporting Person deferred receipt of shares for the RSUs.

4. The Restricted Stock Units ("RSUs") represent a portion of the Reporting Person's 2008 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) February 13, 2011 or (b) a change of control and a termination of the Reporting Person's employment other than for cause. In the event the RSUs vest, the underlying shares of stock will immediately become deliverable, without consideration. Thereafter, the terms of the Reporting Person's employment will require the Reporting Person to retain a fixed percentage of the shares in accordance with the ownership levels applicable to the Reporting Person under the Company's stock ownership and retention guidelines. Additionally, pro rata vesting would apply in the event of involuntary termination other than for cause or termination due to death, disability or approved retirement.

5. Pursuant to the terms of Mr. LaGrasse's employment, he received 29,121.553 restricted stock units ("RSUs"), each representing one share of stock. The RSUs vest on the earlier of (a) March 5, 2011 or (b) a change in control and a termination of Mr. LaGrasse's employment other than for cause. In the event the RSUs vest, the underlying shares of common stock will become deliverable, without consideration, on March 5, 2011. Thereafter, the terms of Mr. LaGrasse's employment will require him to retain a fixed percentage of the shares in accordance with the ownership levels applicable to him under the Company's stock ownership and retention guidelines. This award does not include certain other RSUs that Mr. LaGrasse has the opportunity to earn in connection with his employment upon the achievement of performance criteria unrelated to the price of the underlying securities. Such units are not "derivative securities" under Rule 16a-1(c). See Equifax, Inc. (January 5, 1993).

6. The options vested in approximately three equal installments on each of the first three anniversaries of the grant.

7. The options vest in approximately three equal installments on each of the first three anniversaries of the grant.

Remarks:

	/s/ John H. Beers, Attorney-in-Fact	05/24/2010
	** 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).
** 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.