PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2017

May 24, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2017-05-16

Reporting Person: Friedrich Amy Christine (President - USIS)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21763	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$11.07	2019-02-24	Common Stock (2600)		Direct
Employee Stock Option (Right to Buy)	$51.33	2025-02-23	Common Stock (6390)		Direct
Employee Stock Option (Right to Buy)	$37.38	2026-02-22	Common Stock (11865)		Direct
Employee Stock Option (Right to Buy)	$62.78	2027-02-27	Common Stock (11710)		Direct

Footnotes

F1: Includes 4,014 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F2: The option vests in three equal annual installments beginning February 23, 2016.

F3: The option vests in three equal annual installments beginning February 22, 2017.

F4: The option vests in three equal annual installments beginning February 27, 2018.