PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2017-02-27

Reporting Person: STRABLE-SOETHOUT DEANNA D (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	A	5256	—	Acquired	53783	Direct
2017-02-27	Common Stock	A	3084	—	Acquired	38610	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-27	Employee Stock Option (Right to Buy)	$62.78	A	50475	Acquired	2027-02-27	Common Stock (50475)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	651	Indirect

Footnotes

F1: Settlement of performance-based restricted stock units granted February 24, 2014.

F2: Includes 1,050 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: Grant of restricted stock units.

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