Sec Form 4 Filing - BUTCH THOMAS W @ WADDELL & REED FINANCIAL INC - 2017-11-09

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 BUTCH THOMAS W 2. Issuer Name and Ticker or Trading Symbol WADDELL & REED FINANCIAL INC [ WDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Marketing Officer (Last) (First) (Middle) 6300 LAMAR AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2017 (Street) OVERLAND PARK, KS66202 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 Class A Common 11/09/2017 S 5,000 D $ 19.256 ( 1 ) 467,809 I Personal Trust Class A Common 11/10/2017 S 35,000 D $ 19.2217 ( 2 ) 432,809 ( 3 ) I Personal Trust Class A Common 248 D Class A Common 58,563 ( 4 ) I Spouse's Trust Class A Common 0 ( 5 ) I 401(k) Units

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BUTCH THOMAS W 6300 LAMAR AVENUE OVERLAND PARK, KS66202 EVP & Chief Marketing Officer Signatures Thomas W. Butch 11/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted average price. These shares were sold in mutiple transactions ranging from $19.25 to $19.27, inclusive. The reporting person undertakes to provide to Waddell & Reed Financial, Inc. ("WDR"), any stockholder of WDR or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 1. ( 2 )The price reported is a weighted average price. These shares were sold in mutiple transactions ranging from $19.22 to $19.225, inclusive. The reporting person undertakes to provide to WDR, any stockholder of WDR or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 2. ( 3 )These shares are held in trust for the benefit of Mr. Butch's spouse and children; Mr. Butch is the sole trustee of this trust. ( 4 )These shares are held in trust for the benefit of Mr. Butch's spouse and children; Mrs. Butch is the sole trustee of this trust. ( 5 )The 1254.5683 Units (which include Class A common stock and cash reserves) representing Mr. Butch's interest in the Company 401(k) Plan previoulsy reported as beneficially owned by Mr. Butch have been liquated.

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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