PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2013

Oct 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2013-10-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-17	Common Stock	M	7520	$39.02	Acquired	63650	Direct
2013-10-17	Common Stock	S	7520	$45.00	Acquired	56130	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-17	Employee Stock Option (Right to Buy)	$39.02	M	7520	Disposed	2015-02-28	Common Stock (7520)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40	Indirect
Common Stock	303	Indirect

Footnotes

F1: Pursuant to a 10b5-1 trading plan adopted by the reporting person on June 12, 2013.

F2: Includes 9,171 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: Total revised to correct prior mathematical error.