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^*

GERACI DANIEL T

(Last)

(First)

(Middle)

ONE AMERICAN ROW

(Street)

HARTFORD

061025056

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2006

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	06/26/2006		M		76,501.339	A	$0	91,214.107⁽¹⁾	D
Common Stock	06/26/2006		M		51,506.524	A	$0	142,720.631	D
Common Stock								1,368.918⁽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)
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 Units	⁽³⁾	06/26/2006		F			51,000.894	⁽³⁾	⁽³⁾	Common Stock	51,000.894	$0	204,003.569	D
Restricted Stock Units	⁽⁴⁾	06/26/2006		M			76,501.339	⁽⁴⁾	⁽⁴⁾	Common Stock	76,501.339	$0	127,502.23	D
Restricted Stock Units	⁽³⁾	06/26/2006		F			31,503.609	⁽³⁾	⁽³⁾	Common Stock	31,503.609	$0	51,506.524	D
Restricted Stock Units	⁽⁵⁾	06/26/2006		M			51,506.524	⁽⁵⁾	⁽⁵⁾	Common Stock	51,506.524	$0	0.000	D
Restricted Stock Units	$0.000⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	11,606		11,606	D
Stock Option (Right to Buy)	$7.93							⁽⁷⁾	05/12/2013	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Includes 4,312.768 shares acquired through The Phoenix Employee Stock Purchase Plan.

2. Represents the reporting person's pro rata portion of the stock held in the PNX Common Stock Fund as of the filing date pursuant to the Phoenix Savings & Investment Plan. This information is based on information provided by the Plan Trustee as of that date.

3. In accordance with the provisions of the 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the shareholders, the Reporting Person has elected to have the reported units withheld for the purpose of satisfying tax withholding obligations.

4. Pursuant to the terms of Mr. Geraci's employment, he received 255,004.4626 Restricted Stock Units ('RSUs'), each representing one share of stock. The RSUs vest on the earlier of (a) May 12, 2006 or (b) a 'change in control' and a termination of Mr. Geraci's employment other than for cause. In the event the RSUs vest, the underlying shares of common stock will become deliverable, without consideration, on June 26, 2006. Thereafter, the terms of Mr. Geraci's employment will entitle him to sell up to 50% of the shares so deliverable at will and will require him to hold the remaining shares for an additional 5 years. This award does not include certain other restricted stock units that Mr. Geraci has the opportunity to earn in connection with his employment upon the achievement of performance criteria unrelated to the price of the underlying securities. Such units are not 'derivative securities' under Rule 16a-1(c). See Equifx, Inc. (January 5, 1993).

5. In accordance with the Company's 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the shareholders, the Reporting Person received the reported Restricted Stock Units ('RSUs') pursuant to the Company's 2003-2005 Long-Term Incentive cycle. Each RSU represents the right to receive one share of common stock and, subject to any election to defer, the underlying shares of common stock will be issued, without consideration, on June 26, 2006.

6. In accordance with the Company's 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan approved by the shareholders, the Reporting Person received the reported Restricted Stock Units ('RSUs') pursuant to a one-time transition incentive award. Each RSU represents one share of stock. The RSUs vest on the earlier of (a) three approximately equal installments on March 1, 2007 and on the first and second anniversaries thereof or (b) (1) a change in control and (2) a termination of the Reporting Person's employment by the Reporting Person for good reason or by the Company other than for cause. Additionally, pro rata vesting would apply in the event of death, disability or approved retirement. Subject to any election to defer, the underlying shares of common stock will be issued, without consideration, if, as and when they vest. Thereafter, the Reporting Person is required to retain a fixed percentae of the shares.

7. The options vest in approximately three equal installments on each of the first three anniversaries of the grant.

Remarks:

	By: John H. Beers, Attorney-in-Fact	06/27/2006
	** 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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