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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| T. ROWE PRICE GROUP, INC. |
| 100 E. PRATT STREET |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC
[ TROW ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
06/27/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Rule 10b5-1(c) Transaction Indication |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
06/27/2024 |
|
A |
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56.2659
|
A |
$115.43
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5,293.986 |
D |
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| Common Stock |
06/28/2024 |
|
A |
|
560
|
A |
$0.00
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5,853.986 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
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| Remarks: |
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Cheryl L. Emory, Assistant Corporate Secretary, POA for Donnelly, William P, |
07/01/2024 |
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** 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 hereby makes, constitutes and appoints with full power of
substitution, the Chief Executive Officer, the Chairman, the Chief Financial
Officer, 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:
1. Prepare, execute, and submit to the Securities and Exchange Commission
("SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required or considered by
the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation
of the SEC;
2. Prepare, execute and submit to the SEC, T. Rowe Price Group, Inc.
(the "Company"), and/or any national securities exchange on which the Company?s
securities are listed any and all reports (including any amendments thereto)
the undersigned is required to file with the SEC, or which the Attorney-in-Fact
considers it advisable to file with the SEC, under Section 13 or Section 16 of
the Exchange Act or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 (?Rule 144?), with respect to the any security of
the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144;
and
3. Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any
such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the Attorney-in
-Fact to act in his or her discretion on information provided to such Attorney
-in-Fact without independent verification of such information;
b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will
contain such information as the Attorney-in-Fact, in his or her discretion,
deems necessary or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 13 or
Section 16 of the Exchange Act or Rule 144, any liability of the undersigned
for any failure to comply with such requirements, or any liability of the
undersigned for disgorgement of profits under Section 16(b) of the Exchange
Act; and
d) This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under Section 13 or Section
16 of the Exchange Act, including, without limitation, the reporting
requirements under Section 13 or Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Attorney-in-Fact. This Power of Attorney
revokes all previous powers of attorney with respect to the subject matter of
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 30, 2023.
/s/_________________________________________
William P. Donnelly
