Sec Form 4 Filing - Phoenix Investment Management Co @ VIRTUS INVESTMENT PARTNERS, INC. - 2008-12-31

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
Phoenix Investment Management Co
2. Issuer Name and Ticker or Trading Symbol
VIRTUS INVESTMENT PARTNERS, INC. [ VRTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE AMERICAN ROW
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2008
(Street)
HARTFORD, CT06102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 12/31/2008 J( 1 ) 5,772,076 D 0 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: 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
Series B Voting Convertible Preferred Stock ( 2 ) 12/31/2008 J( 2 ) 35,217 ( 2 ) ( 2 ) Common Stock 1,349,300.61 ( 2 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Phoenix Investment Management Co
ONE AMERICAN ROW
HARTFORD, CT06102
X
PHOENIX COMPANIES INC/DE
ONE AMERICAN ROW
HARTFORD, CT06102
X
Signatures
/s/ Steven L. Bray, Vice President, on behalf of Phoenix Investment Management Company 01/05/2009
Signature of Reporting Person Date
/s/ Steven L. Bray, Vice President, on behalf of The Phoenix Companies, Inc. 01/05/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Five million seven-hundred-seventy-two thousand seventy-six (5,772,076) shares of common stock of Virtus Investment Partners, Inc. ("Virtus") were owned beneficially and of record by Phoenix Investment Management Company. The Phoenix Companies, Inc. ("Phoenix") is the sole stockholder of Phoenix Investment Management Company. On December 31, 2008, Phoenix distributed all of the shares of common stock of Virtus in a pro rata stock dividend to its stockholders of record on December 22, 2008. Each such stockholder received one share of common stock of Virtus for every twenty shares of common stock of Phoenix held on December 22, 2008.
( 2 )Each share of Series B Voting Convertible Preferred Stock is convertible at any time into 38.3139 shares of common stock, subject to customary anti-dilution provisions. There is no expiration date for conversion. On December 31, 2008, Phoenix Investment Management Company sold to Harris Bankcorp, Inc. thirty-five thousand two hundred seventeen (35,217) shares of Series B Voting Convertible Preferred Stock of Virtus.

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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