Cassidy Edward W 4

4 · PHOENIX COMPANIES INC/DE · Filed Mar 12, 2013

Form 4

Period: 2013-03-08

Executive Vice President

Transactions

Exercise/Conversion
Common
2013-03-08+4,240.707→ 6,290.707 total
Exercise/Conversion
Restricted Stock Unit (2010)
2013-03-08−4,240.707→ 0 total
Exercise: $0.00→ Common (4,240.707 underlying)
Tax Payment
Common
2013-03-08$26.94/sh−1,427.707$38,462→ 4,863 total

Holdings

Common
(indirect: By 401(k))
4,921.185
Stock Option (Right to Buy)
Exercise: $196.80Exp: 2018-02-13→ Common (2,998 underlying)
2,998
Stock Option (Right to Buy)
Exercise: $190.60Exp: 2018-03-05→ Common (1,450 underlying)
1,450
Restricted Stock Units (Deferral)
→ Common (564.771 underlying)
564.771
Stock Option (Right to Buy)
Exercise: $250.80Exp: 2017-02-08→ Common (870 underlying)
870
Stock Option (Right to Buy)
Exercise: $56.80Exp: 2020-03-08→ Common (740 underlying)
740

Footnotes (4)

[F1]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.
[F2]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.
[F3]Pursuant to the terms of the Reporting Person's employment, the Reporting Person previously received the reported restricted stock units ("RSUs"), each RSU representing one share of stock. The underlying shares of common stock thereafter became deliverable, without consideration. Pursuant to a previous election, the Reporting Person deferred receipt of shares for the RSUs.
[F4]The options vested in approximately three equal installments on each of the first three anniversaries of the grant.

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