PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2012-02-27

Reporting Person: SCHOLTEN GARY P (Sr VP & Ch Info Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	F	3168	$27.46	Disposed	25104	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Employee Stock Option (Right to Buy)	$27.46	A	21950	Acquired	2022-02-27	Common Stock (21950)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	563	Indirect
Common Stock	192	Indirect

Footnotes

F1: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 9,760 shares of restricted stock units granted to the reporting person on February 24, 2009.

F2: Includes 6,941 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: The option vests in three equal annual installments beginning February 27, 2013.