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

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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^*

McMillan Daniel J.

(Last)

(First)

(Middle)

1100 SW 6TH AVE

(Street)

PORTLAND

97204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STANCORP FINANCIAL GROUP INC [ SFG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Employee Benefits

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

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 stock	12/31/2015		M		3,290	A	$0	14,472	D
common stock	12/31/2015		A		5,922	A	$0	20,394	D
common stock	12/31/2015		M		1,466	A	$66.19	21,860	D
common stock	12/31/2015		M		1,834	A	$39.58	23,694	D
common stock	12/31/2015		M		1,763	A	$38.56	25,457	D
common stock	12/31/2015		F		1,677	D	$114.14	23,780	D
common stock	12/31/2015		F		3,018	D	$114.14	20,762	D
common stock	12/31/2015		F		1,164	D	$114.14	19,598	D
common stock	12/31/2015		F		1,247	D	$114.14	18,351	D
common stock	12/31/2015		F		1,191	D	$114.14	17,160	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 Unit 021113	$0⁽¹⁾	12/31/2015		M			3,290	12/31/2015	12/31/2015	common stock	3,290	$0	0	D
Stock Option RTB 02232015⁽²⁾	$66.19	12/31/2015		M			1,466	12/31/2015	02/23/2025	common stock	8,238	$0	6,772	D
Stock Option RTB 02132012⁽³⁾	$39.58	12/31/2015		M			1,834	12/31/2012	02/13/2022	common stock	7,339	$0	0	D
Stock Option RTB 02112013⁽⁴⁾	$38.56	12/31/2015		M			1,763	12/31/2013	02/11/2023	common stock	7,054	$0	1,764	D

Explanation of Responses:

1. Each Restricted Stock Unit represented a contingent right to receive one share of SFG stock.

2. This option was granted on February 23, 2015 and becomes exercisable in four equal installments on the first four anniversaries of December 31, 2014.

3. This option was granted on February 13, 2012 and became exercisable in four equal installments on the first four anniversaries December 31, 2011.

4. This option was granted on February 11, 2013 and becomes exercisable in four equal installments on the first four anniversaries December 31, 2012.

	Holley Y. Franklin	01/04/2016
	** 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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