Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Helding Erik M
2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2016
3. Issuer Name and Ticker or Trading Symbol
CNO Financial Group, Inc. [CNO]
(Last)
(First)
(Middle)
C/O CNO FINANCIAL GROUP, INC., 11825 N. PENNSYLVANIA STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CFO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARMEL, IN 46032
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 12,560 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 02/28/2015 02/28/2019 Common Stock 5,750 $ 7.51 D  
Stock Options   (2) 02/27/2020 Common Stock 15,200 $ 10.88 D  
Stock Options   (3) 03/20/2021 Common Stock 12,710 $ 19.15 D  
Stock Options   (4) 02/25/2025 Common Stock 14,530 $ 16.42 D  
Stock Options   (5) 02/23/2026 Common Stock 17,300 $ 17.38 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Helding Erik M
C/O CNO FINANCIAL GROUP, INC.
11825 N. PENNSYLVANIA STREET
CARMEL, IN 46032
      EVP and CFO  

Signatures

Erik M. Helding 04/20/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 2,900 shares of restricted stock that vest in two equal annual installments commencing September 2, 2016 and 5,300 shares of restricted stock that vest in three equal annual installments commencing March 25, 2017.
(2) One-half of these options became exercisable on February 27, 2015 and the other one-half became exercisable on February 27, 2016.
(3) One-half of these options became exercisable on March 20, 2016 and the other one-half becomes exercisable on March 20, 2017.
(4) One-half of these options becomes exercisable on February 25, 2017 and the other one-half becomes exercisable on February 25, 2018.
(5) One-half of these options becomes exercisable on February 23, 2018 and the other one-half becomes exercisable on February 23, 2019.

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