SEC FORM 3

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^*

Walker Roberto

(Last)

(First)

(Middle)

711 HIGH STREET

(Street)

DES MOINES

50392

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2021

3. Issuer Name and Ticker or Trading Symbol
PRINCIPAL FINANCIAL GROUP INC [ PFG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Principal Latin America

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	35,635⁽¹⁾⁽²⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to Buy)	02/27/2015	02/27/2022	Common Stock	22,640	27.46	D
Employee Stock Option (Right to Buy)	02/25/2016	02/25/2023	Common Stock	33,975	30.7	D
Employee Stock Option (Right to Buy)	02/24/2017	02/24/2024	Common Stock	20,265	44.88	D
Employee Stock Option (Right to Buy)	02/23/2018	02/23/2025	Common Stock	15,635	51.33	D
Employee Stock Option (Right to Buy)	02/22/2019	02/22/2026	Common Stock	32,440	37.38	D
Employee Stock Option (Right to Buy)	02/27/2020	02/27/2027	Common Stock	12,335	62.78	D
Employee Stock Option (Right to Buy)	02/26/2021	02/26/2028	Common Stock	22,370	63.98	D
Employee Stock Option (Right to Buy)	⁽³⁾	08/25/2029	Common Stock	20,345	53.09	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	08/24/2030	Common Stock	17,180	51.73	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/05/2031	Common Stock	22,115	58.68	D

Explanation of Responses:

1. Includes 4,652 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

2. Includes 3,517 restricted stock units.

3. The option vests in three equal annual installments beginning February 25, 2022.

4. The option vests in three equal annual installments beginning February 24, 2023.

5. The option vests in three equal annual installments beginning March 5, 2024.

	Alex P. Montz, by Power of Attorney	08/11/2021
	** 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).
** 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.
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 Number.