Edgar Filing: PRICE T ROWE GROUP INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Linehan John D.

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

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

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

(Last)

(First)

(Middle)

T. ROWE PRICE, 100 EAST PRATT STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2014

(Street)

BALTIMORE, MD 21202

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/26/2014		A	V	82.143	A	$ 79.8775 ⁽¹⁾	141,994.831	D
Common Stock	12/26/2014		M		79,259	A	$ 49.2503	221,253.831	D
Common Stock	12/26/2014		M		9,750	A	$ 27.0473	231,003.831	D
Common Stock	12/26/2014		M		123	A	$ 44.4552	231,126.831	D
Common Stock	12/26/2014		M		78,938	A	$ 45.4792	310,064.831	D
Common Stock	12/26/2014		F		126,590	D	$ 87.19	183,474.831	D
Common Stock								47,250	I	2002 Linehan GST Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 49.2503

12/26/2014

79,259

09/06/2008⁽²⁾

09/06/2017

Common Stock

79,259

$ 0

D ⁽³⁾

Stock Options (Right to Buy)

$ 27.0473

12/26/2014

9,750

11/01/2010⁽⁴⁾

02/12/2019

Common Stock

9,750

$ 0

D ⁽³⁾

Stock Options (Right to Buy)

$ 44.4552

12/26/2014

123

11/01/2010⁽⁵⁾

09/10/2019

Common Stock

123

$ 0

48,626

D ⁽³⁾

Stock Options (Right to Buy)

$ 45.4792

12/26/2014

78,938

11/01/2007⁽⁶⁾

11/01/2016

Common Stock

78,938

$ 0

D ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Linehan John D. T. ROWE PRICE 100 EAST PRATT STREET BALTIMORE, MD 21202			Vice President

Signatures

/s/ Power of Attorney, Steven J. Banks, Director of Corporate Services		12/29/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price.
(2)	09/06/2007 Grant - The option vests 20% annually over a 5 year period beginning on 09/06/2008.
(3)	As 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, the ex-dividend date, as a result of a special dividend that was declared by T. Rowe Price Group, Inc.
(4)	02/12/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.
(5)	09/10/2009 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2010.
(6)	11/01/2006 Grant - The option vests 20% annually over a 5 year period beginning on 11/01/2007.

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