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

061025056

(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)
06/26/2006

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 Stock	06/26/2006		M		65,390.7	A	$0	94,667.55⁽¹⁾	D
Common Stock								30,335.241⁽²⁾	I	By 401(k)
Common Stock								556	I	By Dona Young as Trustee
Common Stock								18⁽³⁾	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	⁽⁴⁾	06/26/2006		F			43,593.8	⁽⁴⁾	⁽⁴⁾	Common Stock	43,593.8	$0	174,375.2	D
Restricted Stock Units	⁽⁵⁾	06/26/2006		M			65,390.7	⁽⁵⁾	⁽⁵⁾	Common Stock	65,390.7	$0	108,984.5	D
Restricted Stock Units	$0.000⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	394,736.842		394,736.842	D
Restricted Stock Units	$0.000⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	82,321.46		82,321.46	D
Restricted Stock Units	$0.000⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	90,901		90,901	D
Stock Option (Right to Buy)	$16.2							⁽⁹⁾	06/25/2012	Common Stock	262,500		262,500	D

Explanation of Responses:

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

2. Represents the reporting person's pro rata portion of the stock held in the PNX Common Stock Fund as of the transaction date pursuant to the Phoenix Savings & Investment Plan. This information is based on information provided by the Plan Trustee as of that date.

3. 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 the securities for purposes of Section 16 or for any other purpose.

4. 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.

5. 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.

6. Pursuant to the terms of Ms. Young's Employment Agreement, she received 394,736.8421 Restricted Stock Units, each representing one share of common stock. Underlying shares of common stock will be deliverable, without consideration, on the later of (a) a specified period of time following the termination of her employment or (b) June 26, 2006.

7. Pursuant to a Restricted Stock Unit Agreement, Mrs. Young has elected to receive 82,321.46 restricted stock units in lieu of a cash award to which she was entitled under the Company's 1997-1999 Long Term Incentive Plan, the payment of which award was mandatorily deferred until June 26, 2003. Pursuant to such Agreement, each RSU represents the right to receive one share of common stock, and the RSUs will be convertible into the shares underlying the RSUs, without consideration, on the later of (a) the 15th business day after termination of Mrs. Young's employment (or, if such day is not a business day, the next business day) or (b) June 26, 2006.

8. Pursuant to the terms of Mrs. Young's employment, she received 90,901 Restricted Stock Units (RSUs), each representing one share of stock. The RSUs vest on the earlier of (a) May 18, 2008; or (b) a change in control; or (c) a termination of Mrs. Young's employment by the Company other than for cause or by Mrs. Young for good reason. In the event the RSUs vest, the underlying shares of common stock will become deliverable, without consideration, within a specified period of time following her termination of employment. This award does not include certain other restricted stock units that Mrs. Young has the opportunity to earn in connection with her employment upon achievement of performance criteria unrelated to the price of the underlying securities. Such units are not 'derivative securities' under Rule 16a-1(c). See Equifax, Inc. (January 5, 1993).

9. 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.

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).
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