SEC Form 4 · accession 0001127602-15-026901

PRICE T ROWE GROUP INC · TROW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Edward C Bernard

Officer — Vice COB & Vice President · Director

Period of report

Sep 9, 2015

Accepted (ET)

Sep 11, 2015 · 2:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001113169

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Sep 9, 2015	A	4,500	$0.00	A	644,901	D
Common Stock^F2	Sep 10, 2015	A	802	$80.9178	A	645,703	D
Common Stock	holding	—	—		—	77,500	I	2012 Ellen N. Bernard Family Trust
Common Stock	holding	—	—		—	201,963	I	2008 Bernard Family Trust
Common Stock	holding	—	—		—	60,500	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (Right to Buy)^F3	$70.92	Sep 10, 2015	A	15,000	A	Dec 9, 2016	Sep 10, 2025	Common Stock	15,000	15,000	D
Stock Options (Right to Buy)^F5,F4	$48.0508	holding	—	—	—	Sep 6, 2008	Sep 6, 2017	Common Stock	104,096	104,096	D
Stock Options (Right to Buy)^F5,F6	$54.8329	holding	—	—	—	Sep 4, 2009	Sep 4, 2018	Common Stock	104,096	104,096	D
Stock Options (Right to Buy)^F5,F7	$26.3885	holding	—	—	—	Nov 1, 2010	Feb 12, 2019	Common Stock	52,047	52,047	D
Stock Options (Right to Buy)^F5,F8	$43.3725	holding	—	—	—	Nov 1, 2010	Sep 10, 2019	Common Stock	52,047	52,047	D
Stock Options (Right to Buy)^F5,F9	$47.6474	holding	—	—	—	Nov 1, 2011	Feb 18, 2020	Common Stock	52,047	52,047	D
Stock Options (Right to Buy)^F5,F10	$45.7933	holding	—	—	—	Nov 1, 2011	Sep 8, 2020	Common Stock	52,048	52,048	D
Stock Options (Right to Buy)^F5,F11	$67.5613	holding	—	—	—	Nov 1, 2012	Feb 17, 2021	Common Stock	52,048	52,048	D
Stock Options (Right to Buy)^F5,F12	$48.56	holding	—	—	—	Nov 1, 2012	Sep 8, 2021	Common Stock	52,048	52,048	D
Stock Options (Right to Buy)^F5,F13	$59.0693	holding	—	—	—	Dec 10, 2013	Feb 23, 2022	Common Stock	26,023	26,023	D
Stock Options (Right to Buy)^F5,F14	$60.7984	holding	—	—	—	Dec 10, 2013	Sep 6, 2022	Common Stock	23,421	23,421	D
Stock Options (Right to Buy)^F16,F15	$69.6708	holding	—	—	—	Dec 10, 2014	Feb 21, 2023	Common Stock	23,060	23,060	D
Stock Options (Right to Buy)^F16,F17	$70.2854	holding	—	—	—	Dec 10, 2014	Sep 10, 2023	Common Stock	16,399	16,399	D
Stock Options (Right to Buy)^F16,F18	$77.9443	holding	—	—	—	Dec 10, 2015	Feb 19, 2024	Common Stock	17,936	17,936	D
Stock Options (Right to Buy)^F16,F19	$78.4418	holding	—	—	—	Dec 10, 2015	Sep 10, 2024	Common Stock	15,374	15,374	D
Stock Options (Right to Buy)^F16,F20	$80.9492	holding	—	—	—	Dec 9, 2016	Feb 19, 2025	Common Stock	15,374	15,374	D

Explanation of responses

F1On September 09, 2015, the Executive Compensation Committee certified that the performance threshold on certain performance-based restricted stock awards were met. The awards are settled in shares of common stock upon vesting. The awards vest in five equal annual installments beginning on December 10, 2015.
F1009/08/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.
F1102/17/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.
F1209/08/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.
F1302/23/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.
F1409/06/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.
F1502/21/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.
F16As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 2.5% on April 7, 2015, the ex-dividend date, as a result of a special dividend that was declared by T. Rowe Price Group, Inc.
F1709/10/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.
F1802/19/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.
F1909/09/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.
F2Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price.
F2002/19/2015 Grant - The option vests 20% annually over a 5 year period beginning on 12/09/2016.
F309/10/2015 Grant - The option vests 20% annually over a 5 year period beginning on 12/09/2016.
F409/06/2007 Grant - The option vests 20% annually over a 5 year period beginning on 09/06/2008.
F5As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 1.56% on December 13, 2012, and by 2.5% on April 7, 2015, the ex-dividend dates, as a result of special dividends that were declared by T. Rowe Price Group, Inc.
F609/04/2008 Grant - The option vests 20% annually over a 5 year period beginning on 09/04/2009.
F72/12/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.
F809/10/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.
F902/18/2010 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2011.