PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2012-06-29

Reporting Person: OKEEFE MARY A (Sr. VP & Chief Mktg. Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock	P	101	$25.01	Acquired	27382	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Phantom Stock Units	$	A	27.6	Acquired		Common Stock (27.6)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3235	Indirect
Common Stock	211	Indirect

Footnotes

F1: Includes 6,094 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Price.

F2: Security converts to common stock on a one-for-one basis.

F3: The reported 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 retirement or other termination of service.