[
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] Rule 13d-1(b)
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[X
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] Rule 13d-1(c)
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[
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] Rule 13d-1(d)
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENFICICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Toscafund Asset Management LLP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
5,352,534
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
8,751,061
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,751,061
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 71902E109
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(a)
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Name of Issuer:
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The Phoenix Companies, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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One American Row, Hartford, Connecticut
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06102-5056
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Item 2.
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(a) through (c):
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(d)
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Title of Class of Securities:
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(e)
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CUSIP No.:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act.
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act.
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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[ ]
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An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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A parent holding company or control person in accordance with section 240.13d-1(b)(ii)(G).
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(h)
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[ ]
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A savings association as defined in section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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[ ]
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Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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(a) Amount beneficially owned 8,751,061 shares.
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(b)
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Percent of class: 7.5% (based on 116.3 million shares outstanding as of October 31, 2011 reported on the Issuer’s Report on Form 10-Q filed for the period ended September 31, 2011.)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 5,352,534.
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(ii)
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Shared power to vote or to direct the vote: -0-.
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(iii)
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Sole power to dispose or to direct the disposition of: 8,751,061.
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(iv)
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Shared power to dispose or to direct the disposition of: -0-.
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Item 5.
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Ownership of 5 Percent or Less of a Class.
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification
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Dated as of February 3, 2012.
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TOSCAFUND ASSET MANAGEMENT LLP
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By: /s/ Robert Lord
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Name: Robert Lord
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Title: Partner
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