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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PHOENIX COMPANIES INC/DE [ PNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/26/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Stock | 06/26/2006 | M | 5,307.621 | A | $0 | 5,341.621 | D | |||
Common Stock | 8,655.303(1) | I | By 401(k) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (2) | 06/26/2006 | F | 2,274.695 | (2) | (2) | Common Stock | 2,274.695 | $0 | 5,307.621 | D | ||||
Restricted Stock Units | (3) | 06/26/2006 | M | 5,307.621 | (3) | (3) | Common Stock | 5,307.621 | $0 | 0.000 | D | ||||
Stock Option (Right to Buy) | $16.2 | (4) | 06/25/2012 | Common Stock | 15,000 | 15,000 | D | ||||||||
Stock Option (Right to Buy) | $8.8 | (5) | 06/05/2013 | Common Stock | 10,000 | 10,000 | D | ||||||||
Stock Option (Right to Buy) | $12.24 | (5) | 01/02/2014 | Common Stock | 30,000 | 30,000 | D | ||||||||
Stock Option (Right to Buy) | $12.91 | (5) | 02/03/2015 | Common Stock | 30,000 | 30,000 | 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 filing date pursuant to the Phoenix Savings & Investment Plan. This information is based on information provided by the Plan Trustee as of that date. |
2. 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. |
3. In accordance with the Company's 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the shareholders, the Reporting Person received the reported Restricted Stock Units ('RSUs') pursuant to the Company's 2003-2005 Long-Term Incentive cycle. Each RSU represents the right to receive one share of common stock and, subject to any election to defer, the underlying shares of common stock will be issued, without consideration, on June 26, 2006. |
4. The options were granted on June 25, 2002 and vest in approximately three equal installments on each of the first three anniversaries of the grant. |
5. The options vest in approximately three equal installments on each of the first three anniversaries of the grant. |
Remarks: |
By: John H. Beers, Attorney-in-Fact | 06/27/2006 | |
** 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. |