Statement of Changes in Beneficial Ownership (4)
March 09 2016 - 6:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
NESS GREG J
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2. Issuer Name
and
Ticker or Trading Symbol
STANCORP FINANCIAL GROUP INC
[
SFG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President & CEO
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(Last)
(First)
(Middle)
1100 SW 6TH AVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/7/2016
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(Street)
PORTLAND, OR 97204
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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common stock
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3/7/2016
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U
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117967
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D
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$115
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Shares 02102014
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$0
(1)
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3/7/2016
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A
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12688
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12/31/2016
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12/31/2016
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common stock
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12688
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$0
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12688
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D
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Performance Shares 02232015
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$0
(1)
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3/7/2016
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A
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8060
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12/31/2017
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12/31/2017
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common stock
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8060
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$0
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8060
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D
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Stock Option RTB 02232015
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$66.19
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3/7/2016
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U
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31776
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12/31/2015
(2)
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2/23/2025
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common stock
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31776
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$48.81
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0
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D
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Stock Option RTB 02102014
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$63.51
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3/7/2016
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U
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27691
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12/31/2014
(2)
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2/10/2024
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common stock
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27691
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$51.49
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0
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D
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Performance Shares 02102014
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$0
(1)
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3/7/2016
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U
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12688
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12/31/2016
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12/31/2016
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common stock
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12688
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$115
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0
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D
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Performance Shares 02232015
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$0
(1)
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3/7/2016
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U
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8060
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12/31/2017
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12/31/2017
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common stock
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8060
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$115
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0
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D
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Restricted Stock Unit 021014
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$0
(1)
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3/7/2016
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U
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9434
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12/31/2016
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12/31/2016
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common stock
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9434
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$115
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0
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D
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Restricted Stock Unit 02232015
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$0
(1)
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3/7/2016
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U
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10229
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12/31/2017
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12/31/2017
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common stock
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10229
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$115
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0
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D
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Stock Option RTB 01022008
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$49.75
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3/7/2016
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U
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41575
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1/2/2009
(2)
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1/2/2018
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common stock
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41575
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$65.25
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0
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D
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Stock Option RTB 01022009
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$41.36
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3/7/2016
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U
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65015
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12/31/2009
(2)
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1/2/2019
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common stock
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65015
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$73.64
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0
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D
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Stock Option RTB 01032007
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$45.49
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3/7/2016
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U
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50000
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1/3/2008
(2)
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1/3/2017
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common stock
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50000
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$69.51
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0
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D
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Stock Option RTB 01042010
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$41.47
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3/7/2016
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U
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36163
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12/31/2010
(2)
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1/4/2020
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common stock
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36163
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$73.53
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0
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D
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Stock Option RTB 02112013
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$38.56
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3/7/2016
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U
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80472
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12/31/2013
(2)
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2/11/2023
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common stock
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80472
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$76.44
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0
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D
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Stock Option RTB 02132012
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$39.58
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3/7/2016
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U
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55358
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12/31/2012
(2)
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2/13/2022
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common stock
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55358
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$75.42
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0
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D
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Stock Option RTB 02142011
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$45.85
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3/7/2016
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U
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44485
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12/31/2011
(2)
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2/14/2021
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common stock
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44485
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$69.15
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0
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D
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Stock Option RTB 05042009
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$29.16
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3/7/2016
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U
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12169
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5/4/2010
(2)
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5/4/2019
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common stock
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12169
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$85.84
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0
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D
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Stock Option RTB 09222008
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$50.08
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3/7/2016
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U
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20000
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9/22/2009
(2)
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9/22/2018
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common stock
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20000
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$64.92
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0
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D
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Explanation of Responses:
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(
1)
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Each Restricted Stock Unit and Performance Share represented a contingent right to receive one share of SFG stock upon vesting. All Restricted Stock Units and Performance Shares were canceled in the merger of the issuer and a subsidiary of Meiji Yasuda Life Insurance Company (the "Merger") for a cash payment equal to the Merger consideration of $115 per share.
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(
2)
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Each option, which provided for vesting in four equal annual installments beginning on the date set forth in the Date Exercisable column, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $115 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NESS GREG J
1100 SW 6TH AVE
PORTLAND, OR 97204
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X
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Chairman, President & CEO
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Signatures
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Holley Y. Franklin
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3/9/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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