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PRINCIPAL FINANCIAL GROUP INC Director's Dealing 2017

Jun 7, 2017

30322_dirs_2017-06-07_be168798-27fa-4efb-a863-c5fb89582e51.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: 2017-06-05

Reporting Person: MCCAUGHAN JAMES P (President - Global Asset Mgmt.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-06-05 Common Stock M 15148 $60.10 Acquired 215675 Direct
2017-06-05 Common Stock S 15148 $63.61 Disposed 200527 Direct
2017-06-05 Common Stock M 3889 $11.07 Acquired 204416 Direct
2017-06-05 Common Stock S 3889 $63.61 Disposed 200527 Direct
2017-06-05 Common Stock M 9842 $22.21 Acquired 210369 Direct
2017-06-05 Common Stock S 9842 $63.61 Disposed 200527 Direct
2017-06-05 Common Stock M 12589 $34.26 Acquired 213116 Direct
2017-06-05 Common Stock S 12589 $63.61 Disposed 200527 Direct
2017-06-05 Common Stock M 19350 $27.46 Acquired 219877 Direct
2017-06-05 Common Stock S 19350 $63.61 Disposed 200527 Direct
2017-06-06 Common Stock S 5000 $62.61 Disposed 195527 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-06-05 Employee Stock Option (Right to Buy) $60.10 M 15148 Disposed 2018-02-26 Common Stock (15148) Direct
2017-06-05 Employee Stock Option (Right to Buy) $11.07 M 3889 Disposed 2019-02-24 Common Stock (3889) Direct
2017-06-05 Employee Stock Option (Right to Buy) $22.21 M 9842 Disposed 2020-02-23 Common Stock (9842) Direct
2017-06-05 Employee Stock Option (Right to Buy) $34.26 M 12589 Disposed 2021-02-28 Common Stock (12589) Direct
2017-06-05 Employee Stock Option (Right to Buy) $27.46 M 19350 Disposed 2022-02-27 Common Stock (19350) Direct

Footnotes

F1: Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 5, 2017.

F2: Includes 10,273 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.21 - $64.04, inclusive. The reporting person undertakes to provide to Principal Financial Group, Inc., any security holder of Principal Financial Group, Inc., 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 ranges set forth in this footnote.

F4: Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 3, 2017.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.36 - $62.82, inclusive. The reporting person undertakes to provide to Principal Financial Group, Inc., any security holder of Principal Financial Group, Inc., 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 ranges set forth in this footnote.