Sec Form 4 Filing - DONAHUE J CHRISTOPHER @ FEDERATED INVESTORS INC /PA/ - 2014-09-24

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 DONAHUE J CHRISTOPHER 2. Issuer Name and Ticker or Trading Symbol FEDERATED INVESTORS INC /PA/ [ FII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 1001 LIBERTY AVENUE, FEDERATED INVESTORS, INC. 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2014 (Street) PITTSBURGH, PA15222-3779 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 B Common Stock 09/24/2014 S( 1 ) 396 ( 2 ) D $ 29.9184 ( 3 ) 348,509 ( 4 ) I Held indirectly by Comax Partners Limited Partnership Class B Common Stock 09/25/2014 S( 1 ) 154 ( 2 ) D $ 29.492 ( 5 ) 341,542 ( 4 ) I Held indirectly by Comax Partners Limited Partnership Class B Common Stock 2,174,912 D Class B Common Stock 592,766 I Held indirectly by power of attorney Class B Common Stock 82 I Held indirectly by AWOL, Inc.

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 DONAHUE J CHRISTOPHER 1001 LIBERTY AVENUE FEDERATED INVESTORS, INC. PITTSBURGH, PA15222-3779 X President & CEO Signatures /s/ John D. Martini (Attorney-in-Fact) 09/26/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 24 and September 25, 2014, Comax Partners Limited Partnership ("Comax") sold shares of Federated Investors, Inc. Class B Common Stock for diversification purposes. Beechmax, Inc. ("Beechmax") is the sole general partner of Comax and the reporting person is a shareholder of Beechmax. The reporting person has a limited partnership interest in Comax. ( 2 )As a result of the transaction, the number of shares of Federated Investors, Inc. Class B Common Stock in which the reporting person has an indirect interest due to his limited partnership interest in Comax will decrease by the amount indicated in Box 4. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in 93 transactions at prices ranging from $29.67 to $30.15 inclusive. The reporting person undertakes to provide to Federated Investors, Inc., any security holder of Federated Investors, Inc. 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 this footnote. ( 4 )The shares of Federated Investors, Inc. Class B Common Stock reported represent the reporting person's proportional beneficial interest (through his voting interest in the general partner) in shares of issuer securities held by Comax as shareholder of the general partner. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Comax except to the extent of his pecuniary interest therein. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in 95 transactions at prices ranging from $29.21 to $29.95 inclusive. The reporting person undertakes to provide to Federated Investors, Inc., any security holder of Federated Investors, Inc. 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 this footnote.

Remarks: A Power of Attorney dated April 24, 2014 is filed herewith.

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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