Veiel Eric L Form 3 PRICE T ROWE / Eric L Veiel ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Veiel Eric L

(Last) (First) (Middle)

100 E. PRATT STREET

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC [ TROW ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	160,815.64	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(1)	02/17/2021	Common Stock	20,819	67.5613	D
Stock Options (Right to Buy)	(2)	02/23/2022	Common Stock	10,408	59.0693	D
Stock Options (Right to Buy)	(3)	09/06/2022	Common Stock	10,409	60.7984	D
Stock Options (Right to Buy)	(4)	02/21/2023	Common Stock	11,273	69.6708	D
Stock Options (Right to Buy)	(5)	09/10/2023	Common Stock	13,324	70.2854	D
Stock Options (Right to Buy)	(6)	02/19/2024	Common Stock	14,349	77.9443	D
Stock Options (Right to Buy)	(7)	09/09/2024	Common Stock	14,349	78.4418	D
Stock Options (Right to Buy)	(8)	02/19/2025	Common Stock	17,936	80.9492	D
Stock Options (Right to Buy)	(9)	09/10/2025	Common Stock	17,500	70.92	D

Explanation of Responses:

1. 02/17/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2012.

2. 02/23/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.

3. 09/06/2012 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2013.

4. 02/21/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.

5. 09/10/2013 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2014.

6. 02/19/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.

7. 09/09/2014 Grant - The option vests 20% annually over a 5 year period beginning on 12/10/2015.

8. 02/19/2015 Grant - The option vests 20% annually over a 5 year period beginning on 12/09/2016.

9. 09/10/2015 Grant - The option vests 20% annually over a 5 year period beginning on 12/09/2016.

	/s/ Eric L. Veiel	01/10/2019
	** 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 5 (b)(v).
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