PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2017-09-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-29	Common Stock	A	295	—	Acquired	196548	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-29	Phanton Stock Units	$	A	146.9	Acquired		Common Stock (146.9)	Direct

Footnotes

F1: Grant of restricted stock units.

F2: Includes 10,711 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: The units convert to common stock on a one-for-one basis.

F4: Acquired pursuant to the Principal Financial Group, Inc. Select Savings Excess Plan and may be transferred at any time into another investment alternative under that plan. Interests under the plan will be settled upon the reporting person's retirement or other termination of service.