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Form 4 PHOENIX COMPANIES INC/DE For: Jun 20 Filed by: MALLEY BONNIE J

June 22, 2016 4:20 PM EDT
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 *
MALLEY BONNIE J
(Last) (First) (Middle)
ONE AMERICAN ROW
(Street)
HARTFORD CT 06102-5056
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2016
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)
Code V Amount (A) or (D) Price
Common Stock 06/20/2016   D (1)   4,018.646 (2) D (3) 0 D  
Common Stock 06/20/2016   D (1)   1,717.303 (4) D (3) 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: 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 (5) 06/20/2016   D     3,425   (5)   (5) Common Stock 3,425 (5) 0 D  
Stock Option (Right to Buy) $ 250.80 06/20/2016   D     1,450   (6)   (6) Common Stock 1,450 (6) 0 D  
Stock Option (Right to Buy) $ 196.80 06/20/2016   D     1,946   (6)   (6) Common Stock 1,946 (6) 0 D  
Stock Option (Right to Buy) $ 56.80 06/20/2016   D     566   (6)   (6) Common Stock 566 (6) 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. Includes shares acquired through The Phoenix Employee Stock Purchase Plan. This amount has been adjusted to reflect a transfer exempt from Section 16.
3. 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").
4. 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.
5. 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.
6. 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.
/s/ John H. Beers, Attorney-in-Fact 06/20/2016
** 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.

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