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*
WEHR JAMES D

(Last) (First) (Middle)
ONE AMERICAN ROW

(Street)
HARTFORD CT 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2012
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 05/10/2012 P 99,200 A $1.8434 (1) 234,364.978 D
Common 05/10/2012 P 800 A $1.85 235,164.978 D
Common 89,828.4293 (2) I By 401(k)
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
Restricted Stock Unit (2010) $0.0000 (3) (3) (3) Common 393,777.81 393,777.81 D
Restricted Stock Unit (2011) (4) (4) (4) Common 340,475.85 340,475.85 D
Restricted Stock Units (051509) (5) (5) (5) Common 215,000 215,000 D
Stock Option (Right to Buy) $1.85 (6) (6) Common 250,000 250,000 D
Stock Option (Right to Buy) $10.5645 (7) 01/02/2014 Common 34,787 34,787 D
Stock Option (Right to Buy) $11.1428 (7) 02/03/2015 Common 34,786 34,786 D
Stock Option (Right to Buy) $9.8395 (7) 02/13/2018 Common 43,484 43,484 D
Stock Option (Right to Buy) $2.84 (8) 03/10/2020 Common 68,658 68,658 D
Stock Option (Right to Buy) $7.5954 (7) 06/05/2013 Common 11,595 11,595 D
Stock Option (Right to Buy) $13.9824 (7) 06/25/2012 Common 17,393 17,393 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.78 to $1.85, inclusive. The Reporting Person undertakes to provide to The Phoenix Companies, Inc., any security holder of The Phoenix Companies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.
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. The Restricted Stock Units ("RSUs") represent the Reporting Person's 2010 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) March 8, 2013 or (b) a change of control.
4. The Restricted Stock Units ("RSUs") represent a portion of the Reporting Person's 2011 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) February 28, 2014 or (b) a change of control.
5. Pursuant to Mr. Wehr's employment, he received the Restricted Stock Units ("RSUs"), each representing one share of stock. The RSUs are subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within three years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. If the RSUs vest, the underlying shares of stock will immediately become deliverable. Mr. Wehr will then be required to retain a percentage of the shares in accordance with Company ownership guidelines. Other vesting terms may apply for a change of control and termination, involuntary termination other than for cause, or termination due to death, disability or approved retirement.
6. Pursuant to Mr. Wehr's employment, he received the reported options, subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within five years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. Other vesting terms may apply for a change of control and termination, or termination due to death, disability or approved retirement.
7. The options vested in approximately three equal installments on each of the first three anniversaries of the grant.
8. The options vest in approximately three equal installments on each of the first three anniversaries of the grant.
/s/ John H. Beers, Attorney-in-Fact 05/11/2012
** 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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