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*
MALLEY BONNIE J

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, HR & Corp Admin
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2012
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 06/01/2012 P 65,000 A $1.53 (1) 117,333.389 (2) D
Common 67,598.2745 (3) 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 (4) (4) (4) Common 64,882.38 64,882.38 D
Stock Option (Right to Buy) $10.56 (5) 01/02/2014 Common 28,989 28,989 D
Stock Option (Right to Buy) $12.5 (5) 02/02/2016 Common 23,191 23,191 D
Stock Option (Right to Buy) $12.54 (5) 02/08/2017 Common 28,988 28,988 D
Stock Option (Right to Buy) $9.84 (5) 02/13/2018 Common 38,907 38,907 D
Stock Option (Right to Buy) $2.84 (6) 03/08/2020 Common 11,313 11,313 D
Stock Option (Right to Buy) $13.98 (5) 06/25/2012 Common 63,775 63,775 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 $1.46 to $1.57, 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. Includes shares acquired through The Phoenix Employee Stock Purchase Plan.
3. 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.
4. 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.
5. The options vested in approximately three equal installments on each of the first three anniversaries of the grant.
6. 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 06/04/2012
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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