Sec Form 4 Filing - KENNEDY JAMES A C @ PRICE T ROWE GROUP INC - 2013-03-07

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 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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1. Name and Address of Reporting Person KENNEDY JAMES A C 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) T. ROWE PRICE GROUP, INC., P.O. BOX 89000 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2013 (Street) BALTIMORE, MD21289-0320 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/07/2013 M 27,597 ( 1 ) A $ 62.9758 473,142 I James A.C. Kennedy LLC Common Stock 03/07/2013 S 27,597 D $ 74.6205 445,545 I James A.C. Kennedy LLC Common Stock 03/08/2013 A V 24.409 A $ 71.6956 ( 2 ) 871,018.024 D Common Stock 03/08/2013 G V 235,000 A $ 0 1,106,018.024 D Common Stock 03/08/2013 G V 235,000 D $ 0 478,000 I 2011 Grantor Retained Annuity Trust VI Common Stock 241,335 I 2010 Kennedy Grantor Retained Annunity Trust Common Stock 485,119 I 2008 Kennedy Family Trust

Table II - D erivative 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to Buy) $ 62.9758 03/07/2013 M 27,597 ( 1 ) 03/13/2012( 3 ) 12/11/2013 Common Stock 27,597 $ 0 0 I James A.C. Kennedy LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KENNEDY JAMES A C T. ROWE PRICE GROUP, INC. P.O. BOX 89000 BALTIMORE, MD21289-0320 X CEO & President Signatures /s/ James A.C. Kennedy 03/11/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price. ( 3 )03/13/2012 Replenishment Grant - option vests 100% immediately.

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