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 *
  TARASI ROCCO F III
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2019
3. Issuer Name and Ticker or Trading Symbol
CNO Financial Group, Inc. [CNO]
(Last)
(First)
(Middle)
C/O CNO FINANCIAL GROUP, INC., 11825 NORTH PENNSYLVANIA STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer
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 16,512 (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   (2) 02/23/2027 Common Stock 5,750 $ 21.06 D  
Stock Options   (3) 02/21/2028 Common Stock 4,710 $ 23.33 D  
Stock Options   (4) 02/19/2029 Common Stock 5,490 $ 17.48 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TARASI ROCCO F III
C/O CNO FINANCIAL GROUP, INC.
11825 NORTH PENNSYLVANIA STREET
CARMEL, IN 46032
      Chief Marketing Officer  

Signatures

Karl W. Kindig, Attorney-in-Fact 04/03/2019
**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 14,747 restricted stock units, which convert into common stock on a one-for-one basis and vest in installments through 2022.
(2) One-half of these options vested on February 23, 2019 and one-half will vest on February 23, 2022.
(3) One-half of these options vest on February 21, 2020 and one-half vest on February 21, 2021.
(4) One-half of these options vest on February 19, 2021 and one-half vest on February 19, 2022.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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