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^*

YOUNG DONA D

(Last)

(First)

(Middle)

ONE AMERICAN ROW

(Street)

HARTFORD

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2009

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	01/02/2009		M⁽¹⁾		244,750.842	A	$0	414,385.689⁽²⁾	D
Common	01/02/2009		M⁽¹⁾		76,288.5	A	$0	490,674.189⁽²⁾	D
Common	01/02/2009		M⁽¹⁾		54,540	A	$0	545,214.189⁽²⁾	D
Common	01/02/2009		M⁽¹⁾		49,392.459	A	$0	594,606.648⁽²⁾	D
Common								34,471.7797⁽³⁾	I	By 401(k)
Common								556	I	By Dona Young as Trustee
Common								18⁽⁴⁾	I	By Roland Young III as Trustee

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 (Deferral)	$0⁽⁵⁾	01/02/2009		F			32,929	⁽⁵⁾	⁽⁵⁾	Common	32,929	$0	49,392.459	D
Restricted Stock Units (Deferral)	$0⁽¹⁾	01/02/2009		M⁽¹⁾			49,392.459	⁽¹⁾	⁽¹⁾	Common	49,392.459	$0	0	D
Restricted Stock Units (Employment 03)	$0⁽⁵⁾	01/02/2009		F			149,986	⁽⁵⁾	⁽⁵⁾	Common	149,986	$0	244,750.842	D
Restricted Stock Units (Employment 03)	$0⁽¹⁾	01/02/2009		M⁽¹⁾			244,750.842	⁽¹⁾	⁽¹⁾	Common	244,750.842	$0	0	D
Restricted Stock Units (Employment 05)	$0⁽⁵⁾	01/02/2009		F			36,361	⁽⁵⁾	⁽⁵⁾	Common	36,361	$0	54,540	D
Restricted Stock Units (Employment 05)	$0⁽¹⁾	01/02/2009		M⁽¹⁾			54,540	⁽¹⁾	⁽¹⁾	Common	54,540	$0	0	D
Restricted Stock Units (LTI 03-05)	$0⁽⁵⁾	01/02/2009		F			32,696	⁽⁵⁾	⁽⁵⁾	Common	32,696	$0	76,288.5	D
Restricted Stock Units (LTI 03-05)	$0⁽¹⁾	01/02/2009		M⁽¹⁾			76,288.5	⁽¹⁾	⁽¹⁾	Common	76,288.5	$0	0	D
Restricted Stock Units (021308)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	120,789.394⁽⁷⁾		120,789.394⁽⁷⁾	D
Restricted Stock Units (030508)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	21,144.84⁽⁷⁾		21,144.84⁽⁷⁾	D
Stock Option (Right to Buy)	$13.9824⁽⁹⁾							⁽¹⁰⁾	06/25/2012	Common	304,387⁽⁹⁾		304,387⁽⁹⁾	D
Stock Option (Right to Buy)	$9.8395⁽⁹⁾							⁽¹¹⁾	02/13/2018	Common	301,972⁽⁹⁾		301,972⁽⁹⁾	D

Explanation of Responses:

1. Reporting Person has previously been awarded Restricted StockUnits (RSUs), each RSU representing one share of Company stock, and has made a one-time election to convert those RSUs that have previously vested into shares of Company stock pursuant to resolution of the Company's board of directors.

2. Includes 1,524.850 shares acquired through The Phoenix Employee Stock Purchase Plan.

3. 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.

4. Pursuant to Rule 16a-1(a)(4), the Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of securities for purposes of Section 16 or for any other purpose.

5. 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.

6. The Restricted Stock Units ("RSUs") represent a portion of the Reporting Person's 2008 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) February 13, 2011 or (b) a change of control and a termination of the Reporting Person's employment other than for cause. In the event the RSUs vest, the underlying shares of stock will immediately become deliverable, without consideration. 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 the ownership levels applicable to the Reporting Person under the Company's stock ownership and retention guidelines. Additionally, pro rata vesting would apply in the event of involuntary termination other than for cause or termination due to death, disability or approved retirement.

7. The number of Restricted Stock Units convertible into shares of Company stock covered by this grant has been adjusted arising out of the Company's spin-off, effective December 31, 2008, of its former subsidiary, Virtus Investment Partners, Inc.

8. The Restricted Stock Units ("RSUs") represent a component of the Reporting Person's 2007 annual incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) two approximately equal installments on March 5, 2009 and March 5, 2010, respectively 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. In the event the RSUs vest, the underlying shares of stock will immediately become deliverable, without consideration. 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 the ownership levels applicable under the Company's stock ownership and retention guidelines. Additionally, pro rata vesting would apply in the event of involuntary termination other than for cause or termination due to death, disability or approved retirement.

9. The number of options to purchase shares of Company stock and the exercise price thereof covered by this grant have been adjusted arising out of the Company's spin-off, effective December 31, 2008, of its former subsidiary, Virtus Investment Partners, Inc.

10. The options vested in approximately three equal installments on each of the first three anniversaries of the grant

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

Remarks:

	/s/ John H. Beers, Attorney-in-Fact	01/06/2009
	** 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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