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Filing Details

Accession Number:: 0001225208-12-011967
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-11 13:00:00
Reporting Period:: 2012-05-10

Filing Date:: 2012-05-11
Accepted Time:: 2012-05-11 17:13:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1129633	Phoenix Companies Inc	PNX	Life Insurance (6311)	060493340

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1255543	D James Wehr	One American Row Hartford CT 06102-5056	President & Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common	Acquisiton	2012-05-10	99,200	$1.84	234,365	No	4	P	Direct
Common	Acquisiton	2012-05-10	800	$1.85	235,165	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common	89,828	Indirect	By 401(k)

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common	Restricted Stock Unit (2010)	$0.00		393,778	393,778	Direct
Common	Restricted Stock Unit (2011)	$0.00		340,476	340,476	Direct
Common	Restricted Stock Units (051509)	$0.00		215,000	215,000	Direct
Common	Stock Option (Right to Buy)	$1.85		250,000	250,000	Direct
Common	Stock Option (Right to Buy)	$10.56	2014-01-02	34,787	34,787	Direct
Common	Stock Option (Right to Buy)	$11.14	2015-02-03	34,786	34,786	Direct
Common	Stock Option (Right to Buy)	$9.84	2018-02-13	43,484	43,484	Direct
Common	Stock Option (Right to Buy)	$2.84	2020-03-10	68,658	68,658	Direct
Common	Stock Option (Right to Buy)	$7.60	2013-06-05	11,595	11,595	Direct
Common	Stock Option (Right to Buy)	$13.98	2012-06-25	17,393	17,393	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	393,778	393,778	Direct
	340,476	340,476	Direct
	215,000	215,000	Direct
	250,000	250,000	Direct
2014-01-02	34,787	34,787	Direct
2015-02-03	34,786	34,786	Direct
2018-02-13	43,484	43,484	Direct
2020-03-10	68,658	68,658	Direct
2013-06-05	11,595	11,595	Direct
2012-06-25	17,393	17,393	Direct

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.78 to $1.85, inclusive. The Reporting Person undertakes to provide to The Phoenix Companies, Inc., any security holder of The Phoenix Companies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.
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
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.
The Restricted Stock Units ("RSUs") represent a portion of the Reporting Person's 2011 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) February 28, 2014 or (b) a change of control.
Pursuant to Mr. Wehr's employment, he received the Restricted Stock Units ("RSUs"), each representing one share of stock. The RSUs are subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within three years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. If the RSUs vest, the underlying shares of stock will immediately become deliverable. Mr. Wehr will then be required to retain a percentage of the shares in accordance with Company ownership guidelines. Other vesting terms may apply for a change of control and termination, involuntary termination other than for cause, or termination due to death, disability or approved retirement.
Pursuant to Mr. Wehr's employment, he received the reported options, subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within five years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. Other vesting terms may apply for a change of control and termination, or termination due to death, disability or approved retirement.
The options vested in approximately three equal installments on each of the first three anniversaries of the grant.
The options vest in approximately three equal installments on each of the first three anniversaries of the grant.