UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 25, 2015

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PHL Variable Insurance Company

(Exact name of registrant as specified in its charter)

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Connecticut	333-20277	06-1045829
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



One American Row, Hartford, CT		06102-5056
(Address of Principal Executive Offices)		(Zip Code)

(860) 403-5000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On September 25, 2015, PHL Variable Insurance Company (“PHL Variable”) announced that, effective on such date, it will cease filing periodic and other reports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in reliance on the exemption provided in Rule 12h-7 of the Exchange Act (“Rule 12h-7”) for issuers of securities that are subject to insurance regulation. As a result of its compliance with Rule 12h-7, PHL Variable does not intend to file with the SEC its Quarterly Report on Form 10-Q for the period ended September 30, 2015 and its Quarterly Report on Form 10-Q for the period ended June 30, 2015 will be its final Exchange Act periodic report filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

The foregoing contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to, or representing management’s beliefs about, future events, transactions, strategies, and operations, including, without limitation, our expectation to comply with the amended administrative order entered by the SEC with respect to PHL Variable and its parent, The Phoenix Companies, Inc. (“Phoenix”), and otherwise act in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of the financial statement restatements of Phoenix and PHL Variable and the failure by Phoenix and PHL Variable to file SEC reports on a timely basis, and potential penalties that may result from failure to timely file statutory financial statements, or make such other filings, with state insurance regulators. Such forward-looking statements often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our reports filed with the SEC and are available on our website at www.phoenixwm.com under “Products / Product Prospectuses”. You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this Form 8-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this Form 8-K, such statements or disclosures will be deemed to modify or supersede such statements in this Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	PHL VARIABLE INSURANCE COMPANY

Date: September 25, 2015	By:	/s/ Bonnie J. Malley
		Name: Bonnie J. Malley
		Title: Executive Vice President and Chief Financial Officer

PHL VARIABLE INSURANCE CO /CT/ 8-K