PHOENIX COMPANIES INC/DE Form 4 Filed 2013-03-12

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

MALLEY BONNIE J

2. Issuer Name and Ticker or Trading Symbol
PHOENIX COMPANIES INC/DE [PNX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & CFO

(Last)

(First)

(Middle)

ONE AMERICAN ROW

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

(Street)

HARTFORD, CT 06102-5056

(City)

(State)

(Zip)

4. If Amendment, Date 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		3,244.119	A	$ 0	9,394.755⁽¹⁾	D
Common	03/08/2013		F		1,155.119	D	$26.94	8,239.636⁽¹⁾	D
Common								3,399.881⁽²⁾	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit (2010)

$ 0 ⁽³⁾

03/08/2013

3,244.119

⁽³⁾

Common

3,244.119

$ 0

Stock Option (Right to Buy)

$211.2

⁽⁴⁾

01/02/2014

Common

1,450

Stock Option (Right to Buy)

$250

⁽⁴⁾

02/02/2016

Common

1,160

Stock Option (Right to Buy)

$250.8

⁽⁴⁾

02/08/2017

Common

1,450

Stock Option (Right to Buy)

$196.8

⁽⁴⁾

02/13/2018

Common

1,946

Stock Option (Right to Buy)

$56.8

⁽⁴⁾

03/08/2020

Common

566

Explanation of Responses:

1.	Includes 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 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.
3.	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.
4.	The options vested in approximately three equal installments on each of the first three anniversaries of the grant.

	Signatures
	/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.
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