PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2016

Dec 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2016-12-27

Reporting Person: Tallett Elizabeth E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-27	Common Stock	A	314	—	Acquired	45259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-27	Phantom Stock Units	$	A	46.1	Acquired		Common Stock (46.1)	Direct

Footnotes

F1: Grant of restricted stock units.

F2: The units convert 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.