SEC FORM 4 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*
Thomson Andrew Justin Mackenzie

(Last) (First) (Middle)
100 E. PRATT STREET

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2021
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 06/03/2021 M 23,421 A $48.56 156,524 D
Common Stock 06/03/2021 S 19,737 D $192.0335(1) 136,787 D
Common Stock 06/03/2021 S 3,684 D $192.8222(2) 133,103 D
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
Stock Option $48.56 06/03/2021 M 23,421 (3) 09/08/2021 Common Stock 23,421 $0.00 0.00 D
Explanation of Responses:
1. The range of prices for this transaction were $191.65 to $192.63. Will provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. The range of prices for this transaction were $192.65 to $193.11. Will provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. 09/8/2011 Grant - The option vests 20% annually over a 5 year period beginning on 11/1/2012.
Remarks:
Cheryl L. Emory, Assistant Corporate Secretary, as attorney in fact for Thomson, Andrew Justin Mackenzie 06/07/2021
** 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 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.
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.
LIMITED POWER OF ATTORNEY


	THE UNDERSIGNED, Andrew Justin Mackenzie Thomson, hereby
constitutes and appoints, with full power of substitution, the Chief
Executive Officer, the Chairman, the Vice Chairman, the Chief
Financial Officer, the Director of Corporate Services, the Secretary
or Assistant Secretary of the Corporation of T. Rowe Price Group, Inc.
(the "Corporation"), the true and lawful attorney-in-fact of the
undersigned, with full power and authority in the name of and for and
on behalf of the undersigned to execute and file any Form 4 or Form 5
for the purpose of reporting securities transactions to the Securities
and Exchange Commission under Section 16 of the Securities Exchange
Act of 1934, as amended.

This Power of Attorney is made under, and shall be governed pursuant
to, the laws of the State of Maryland.



Date:  1/5/2021

/s/Andrew Justin Mackenzie Thomson
Andrew Justin Mackenzie Thomson