Duane Charles Mcdougall Form 4 STANCORP FINANCIAL / DUANE CHARLES MCDOUGALL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCDOUGALL DUANE CHARLES

(Last) (First) (Middle)

1100 SW 6TH AVE

(Street)

PORTLAND OR 97204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STANCORP FINANCIAL GROUP INC [ SFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock	03/07/2016		U		8,233	D	$115	0	I	by trust for immediate family

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Grant 5/11/15	$0(1)	03/07/2016		U			1,354	05/06/2016	05/06/2016	common stock	1,354	$115	0	D
Stock Option RTB 05032010	$44.81	03/07/2016		U			2,818	05/15/2011(2)	05/03/2020	common stock	2,818	$70.19	0	D
Stock Option RTB 05162011	$43	03/07/2016		U			3,063	05/06/2012(2)	05/16/2021	common stock	3,063	$72	0	D
Stock Option RTB 12012009	$37.2	03/07/2016		U			1,520	05/02/2010(2)	12/01/2019	common stock	1,520	$77.8	0	D

Explanation of Responses:

1. The Director Stock Grant represented the right to receive a number of shares of common stock determined by dividing $100,000 by the closing market price on the date of the Annual Meeting of Shareholders. All Director Stock Grants 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.

2. Each option, 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.

	Holley Y. Franklin	03/09/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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