Sec Form 4 Filing - HENDERSON GEORGE W III @ LINCOLN NATIONAL CORP - 2013-11-15

Insider filing report for Changes in Beneficial Ownership
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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
HENDERSON GEORGE W III
2. Issuer Name and Ticker or Trading Symbol
LINCOLN NATIONAL CORP [ LNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
150 N. RADNOR-CHESTER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2013
(Street)
RADNOR, PA19087
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 11/15/2013 M 8,179 A $ 48.5788 29,272.93 ( 1 ) D
Common Stock 11/15/2013 M 8,179 A $ 45.7271 37,451.93 D
Common Stcok 11/15/2013 S 8,179 D $ 49.766 ( 2 ) 29,272.93 D
Common Stock 11/15/2013 S 8,179 D $ 49.7665 ( 2 ) 21,030.93 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 (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: Dire ct (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
Employee Stock Option (Right to Buy) $ 48.5788 11/15/2013 M 8,179 02/09/2005 02/08/2014 Common Stcok 8,179 $ 0 0 D
Employee Stock Option (Right to Buy) $ 45.7271 11/15/2013 M 8,179 02/14/2006 02/13/2015 Common Stcok 8,179 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENDERSON GEORGE W III
150 N. RADNOR-CHESTER ROAD
RADNOR, PA19087
X
Signatures
/s/ Charles A. Brawley, III, Attorney-in-Fact 11/19/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 543.30 shares acquired through dividend reinvestment since the reporting person's last report.
( 2 )The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $49.45 to $50.01, inclusive. The reporting person undertakes to provide Lincoln National Corporation, any security holder of Lincoln National Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 to this Form.

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).

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