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 *
Cassidy Edward W
 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)
Executive Vice President
(Last)
(First)
(Middle)

ONE AMERICAN ROW		 3. Date of Earliest Transaction (Month/Day/Year)
06/20/2016
(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)

Code

V

Amount

(A) or (D)

Price

Common Stock

06/20/2016 D (1)  4,863D (2) 0 D 

Common Stock

06/20/2016 D (1)  4,939.382 (3) D (2) 0 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

 (4) 06/20/2016 D  2,906  (4)   (4)

Common Stock

2,906 (4) 0 D 

Restricted Stock Units (Deferral)

 (4) 06/20/2016 D  564.771  (4)   (4)

Common Stock

564.771 (4) 0 D 

Stock Option (Right to Buy)

 $250.806/20/2016 D  870  (5)   (5)

Common Stock

870 (5) 0 D 

Stock Option (Right to Buy)

 $196.806/20/2016 D  2,998  (5)   (5)

Common Stock

2,998 (5) 0 D 

Stock Option (Right to Buy)

 $190.606/20/2016 D  1,450  (5)   (5)

Common Stock

1,450 (5) 0 D 

Stock Option (Right to Buy)

 $56.806/20/2016 D  740  (5)   (5)

Common Stock

740 (5) 0 D 

Explanation of Responses:
1.

On June 20, 2016, Nassau Reinsurance Group Holdings, L.P. ("Nassau") acquired The Phoenix Companies, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Nassau, Davero Merger Sub Corp., a direct wholly-owned subsidiary of Nassau ("Merger Sub"), and the Company, dated as of September 28, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nassau. As a result of the Merger, the Company ceased to be a publicly traded company.

2.

At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding share of the Company's common stock was converted into the right to receive $37.50 per share in cash (the "Merger Consideration").

3.

Represents the pro rata portion of the stock held in the PNX Common Stock Fund pursuant to the Phoenix Savings & Investment Plan held by the reporting person on the transaction date. This information is based on information provided by the Plan Trustee as of that date. This amount has been adjusted to reflect a transfer exempt from Section 16. In connection with the Merger, the reporting person's interest was reinvested in other investment funds available under the plan.

4.

Pursuant to the Merger Agreement, outstanding Restricted Stock Units ("RSUs"), whether vested or unvested, were cancelled at the effective time of the Merger and converted into the right to receive, without interest, an amount equal to the product of the number of shares previously subject to the RSUs and the Merger Consideration less any required withholding taxes.

5.

Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company common stock, whether vested or unvested, was cancelled, and was converted, at the effective time of the Merger, to the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares previously subject to the option and (B) the excess, if any, of the Merger Consideration over the exercise price per share previously of the option, less any required withholding taxes. In the event the exercise price of the option was equal to or greater than the Merger Consideration, such option was cancelled without payment to the holder. All options reported here were cancelled without payment to the holder.



Signatures

/s/ John H. Beers, Attorney-in-Fact

06/20/2016
** Signature of Reporting PersonDate
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