SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

STRICKLAND WILLIAM W JR

(Last)

(First)

(Middle)

100 E. PRATT STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2013

3. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC [ TROW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,102.848	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	12/11/2004⁽¹⁾	12/11/2013	Common Stock	5,484	$21.3907	D
Stock Options (Right to Buy)	12/20/2005⁽²⁾	12/20/2014	Common Stock	3,656	$30.3014	D
Stock Options (Right to Buy)	10/03/2006⁽³⁾	10/03/2015	Common Stock	4,061	$32.118	D
Stock Options (Right to Buy)	11/01/2007⁽⁴⁾	11/01/2016	Common Stock	2,214	$45.4792	D
Stock Options (Right to Buy)	09/06/2008⁽⁵⁾	09/06/2017	Common Stock	4,061	$49.2503	D
Stock Options (Right to Buy)	09/04/2009⁽⁶⁾	09/04/2018	Common Stock	10,156	$56.2017	D
Stock Options (Right to Buy)	11/01/2010⁽⁷⁾	02/12/2019	Common Stock	7,311	$27.0473	D
Stock Options (Right to Buy)	11/01/2010⁽⁸⁾	09/10/2019	Common Stock	9,140	$44.4552	D
Stock Options (Right to Buy)	11/01/2011⁽⁹⁾	02/18/2020	Common Stock	7,616	$48.8368	D
Stock Options (Right to Buy)	11/01/2011⁽¹⁰⁾	09/08/2020	Common Stock	7,616	$46.9365	D
Stock Options (Right to Buy)	11/01/2012⁽¹¹⁾	02/17/2021	Common Stock	7,616	$69.2478	D
Stock Options (Right to Buy)	11/01/2012⁽¹²⁾	09/08/2021	Common Stock	7,617	$49.7721	D
Stock Options (Right to Buy)	12/10/2013⁽¹³⁾	02/23/2022	Common Stock	3,807	$60.5438	D
Stock Options (Right to Buy)	12/10/2013⁽¹⁴⁾	09/06/2022	Common Stock	3,807	$62.3161	D

Explanation of Responses:

1. 12/11/2003 Grant - The option vests 20% annually over a 5 year period beginning on 12/11/2004.

2. 12/20/2004 Grant - The option vests 20% annually over a 5 year period beginning on 12/20/2014.

3. 10/03/2005 Grant - The option vests 20% annually over a 5 year period beginning on 10/03/2006.

4. 11/01/2006 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2007.

5. 09/06/2007 Grant - The option vests 20% annually over a 5 year period beginning on 09/06/2008.

6. 09/04/2008 Grant - The option vests 20% annually over a 5 year period beginning on 09/04/2009.

7. 02/12/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.

8. 09/10/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.

9. 02/18/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.

10. 09/08/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.

11. 02/17/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.

12. 09/08/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.

13. 02/23/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.

14. 09/06/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.

	/s/William W. Strickland, Jr.	02/11/2013
	** 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 5 (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.
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