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PRINCIPAL FINANCIAL GROUP INC Director's Dealing 2013

Jan 23, 2013

30322_dirs_2013-01-23_d8a299fd-11a5-4966-824f-bb3ff557aee1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2013-01-22

Reporting Person: SHAFF KAREN E (Exec. VP and General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-22 Common Stock S 3333 $30.28 Disposed 42444 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6341 Indirect
Common Stock 2801 Indirect
Common Stock 500 Indirect

Footnotes

F1: Pursuant to a Rule 10b5-1 plan adopted June 11, 2012.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in mulitple transactions at prices ranging from $30.27 to $30.29, inclusive. The reporting person undertakes to provide to Principal Financial Group, Inc., any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Includes 7,494 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.