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^*

WEHR JAMES 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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2013

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	03/08/2013		M		19,688.891	A	$0.0000	31,504.891	D
Common	03/08/2013		F		6,686.891	D	$26.94	24,818	D
Common								4,575.693⁽¹⁾	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 Unit (2010)	$0.0000⁽²⁾	03/08/2013		M			19,688.891	⁽²⁾	⁽²⁾	Common	19,688.891	$0.0000	0.0000	D
Restricted Stock Unit (2011)	⁽³⁾							⁽³⁾	⁽³⁾	Common	17,023.793		17,023.793	D
Restricted Stock Units (051509)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	10,750		10,750	D
Stock Option (Right to Buy)	$37							⁽⁵⁾	⁽⁵⁾	Common	12,500		12,500	D
Stock Option (Right to Buy)	$211.29							⁽⁶⁾	01/02/2014	Common	1,740		1,740	D
Stock Option (Right to Buy)	$222.856							⁽⁶⁾	02/03/2015	Common	1,741		1,741	D
Stock Option (Right to Buy)	$196.79							⁽⁶⁾	02/13/2018	Common	2,175		2,175	D
Stock Option (Right to Buy)	$56.8							⁽⁶⁾	03/10/2020	Common	3,433		3,433	D
Stock Option (Right to Buy)	$151.908							⁽⁶⁾	06/05/2013	Common	580		580	D

Explanation of Responses:

1. 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

2. The Restricted Stock Units ("RSUs") represent the Reporting Person's 2010 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) March 8, 2013 or (b) a change of control.

3. The Restricted Stock Units ("RSUs") represent a portion of the Reporting Person's 2011 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) February 28, 2014 or (b) a change of control.

4. Pursuant to Mr. Wehr's employment, he received the Restricted Stock Units ("RSUs"), each representing one share of stock. The RSUs are subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within three years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. If the RSUs vest, the underlying shares of stock will immediately become deliverable. Mr. Wehr will then be required to retain a percentage of the shares in accordance with Company ownership guidelines. Other vesting terms may apply for a change of control and termination, involuntary termination other than for cause, or termination due to death, disability or approved retirement.

5. Pursuant to Mr. Wehr's employment, he received the reported options, subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within five years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. Other vesting terms may apply for a change of control and termination, or termination due to death, disability or approved retirement.

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

	/s/ John H. Beers, Attorney-in-Fact	03/12/2013
	** 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 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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