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: MATHRANI ARJUN K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-30	Common Stock	A	131	—	Acquired	21654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Phantom Stock Units	$	A	62.8	Acquired		Common Stock (62.8)	Direct

Footnotes

F1: Grant of restricted stock units.

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

F3: The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and will be settled on the reporting person's retirement.