Freitag Randal J Form 4 LINCOLN NATIONAL / Randal J Freitag 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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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^*

Freitag Randal J

(Last) (First) (Middle)

150 N. RADNOR-CHESTER ROAD

(Street)

RADNOR PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LINCOLN NATIONAL CORP [ LNC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2018

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	02/02/2018		M		6,478	A	$25.78	136,295.11(1)	D
Common Stock	02/02/2018		M		25,179	A	$30.64	161,474.11	D
Common Stock	02/02/2018		S		31,657	D	$84.3196(2)	129,817.11	D
Common Stock	02/05/2018		M		229	A	(3)	130,046.11	D
Common Stock								698.87(4)	I	By 401(k)

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
Employee Stock Option (Right to Buy)	$25.78	02/02/2018		M			6,478	02/22/2011(5)	02/22/2020	Common Stock	6,478	$0	0	D
Employee Stock Option (Right to Buy)	$30.64	02/02/2018		M			25,179	02/23/2012(6)	02/23/2022	Common Stock	25,179	$0	0	D
Phantom Stock Units	(7)	02/05/2018		M			229	(7)	02/05/2018	Common Stock	229	(3)	0	D

Explanation of Responses:

1. Includes 128.18 shares acquired through dividend reinvestment since the reporting person's last report.

2. The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $83.96 to $84.55, inclusive. The reporting person undertakes to provide Lincoln National Corporation, any security holder of Lincoln National Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 to this Form.

3. On February 5, 2018, the reporting person received 229 shares of LNC common stock in settlement of an equal number of shares of phantom stock held pursuant to the LNC deferred compensation plan.

4. Represents routine transactions in the Company's 401(k) Plan from 12/1/2017 to 2/1/2018.

5. The option vested in three equal installments on February 22, 2011, 2012 and 2013.

6. The option vested in three equal installments on February 23, 2012, 2013 and 2014.

7. Each share of phantom stock represents the right to receive one share of LNC common stock.

Remarks:

	/s/ Nancy A. Smith, Attorney-in-Fact	02/06/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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