Sec Form 4 Filing - KENNEDY JAMES A C @ PRICE T ROWE GROUP INC - 2012-03-13

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) 03/13/2012 (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 03/13/2012 M 80,000 A $ 21.725 441,195 I James A.C. Kennedy LLC Common Stock 03/13/2012 F 27,173 D $ 63.96 414,022 I James A.C. Kennedy LLC Common Stock 03/14/2012 M 15,400 A $ 21.725 504,888.972 D Common Stock 03/14/2012 A V 28.475 A $ 61.4574 ( 1 ) 504,917.447 D Common Stock 03/14/2012 S 15,400 D $ 63.9036 489,517.447 D Common Stock 361,335 I 2010 Kennedy Grantor Retained Annunity Trust Common Stock 1,000,000 I 2011 Grantor Retained Annuity Trust VI Common Stock 485,119 I 2008 Kennedy Family Trust

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 (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) $ 21.725 03/13/2012 M 80,000 12/11/2004( 2 ) 12/11/2013 Common Stock 80,000 $ 0 0 I James A.C. Kennedy LLC ( 3 ) Stock Options (Right to Buy) $ 63.96 03/13/2012 A 27,173 03/13/2012( 4 ) 12/11/2013 Common Stock 27,173 $ 0 27,173 I James A.C. Kennedy LLC Stock Options (Right to Buy) $ 21.725 03/14/2012 M 15,400 12/11/2004( 2 ) 12/11/2013 Common Stock 0 $ 0 0 D

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/ Power of Attorney, Barbara A. Van Horn 03/15/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price. ( 2 )12/11/2003 Grant - The option vests 20% annually over a 5 year period beginning on 12/11/2004. ( 3 )These shares were previously reported as directly owned, but were transferred to the James A.C. Kennedy LLC on 11/18/2008. ( 4 )03/13/2012 Replenishment Grant - option vests 100% immediately.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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