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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
HAYLON MICHAEL E
(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)
Sr. Executive VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2007
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 11/04/2007 M 63,712 A $0 134,947.056 D
Common 11/04/2007 F 24,299.009(1) D $0 110,648.047 D
Common 1,384.224(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (Employment) $0(3) 11/04/2007 M 63,712 (3) (3) Common 63,712 $0 0 D
Restricted Stock Units (Transition) (4) (4) (4) Common 9,137 9,137 D
Stock Option (Right to Buy) $16.2 (5) 06/25/2012 Common 60,000 60,000 D
Explanation of Responses:
1. 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.
2. 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.
3. Each Restricted Stock Unit (RSU) represents one share of stock. The RSUs vest on the earlier of (a) November 4, 2007 or (b) a change in control and a termination of the reporting person's employment other than for cause. In the event the RSUs vest, the underlying shares of common stock will become deliverable, without consideration, pursuant to the terms of The Phoenix Companies, Inc. Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the shareholders. Thereafter, the terms of the reporting person's employment will require the reporting person to retain a fixed percentage of the shares in accordance with ownership levels applicable to the reporting person under the Company's ownership and retention guidelines.
4. 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 percentage of shares.
5. The options vested in approximately three equal installments on each of the first three anniversaries of the grant.
Remarks:
/s/ John H. Beers, Attorney-in-Fact 11/06/2007
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.