PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2012-03-30

Reporting Person: Lillis Terrance J. (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-30	Common Stock	A	23	—	Acquired	21332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Phantom Stock Units	$	A	1	Acquired		Common Stock (1)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38	Indirect
Common Stock	303	Indirect

Footnotes

F1: Grant of restricted stock units.

F2: Includes 6,991 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: Security converts to common stock on a one-for-one basis.

F4: The phantom stock units were acquired pursuant to the Principal Select Savings Excess Plan and may be transferred at any time into another investment alternative under the plan. Interests under the plan will be settled upon the reporting person's termination of service.