Sec Form 4 Filing - BARTON STANCIL E @ NATIONAL FINANCIAL PARTNERS CORP - 2012-02-16

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 BARTON STANCIL E 2. Issuer Name and Ticker or Trading Symbol NATIONAL FINANCIAL PARTNERS CORP [ NFP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GC, SEC'Y & CCO (Last) (First) (Middle) NATIONAL FINANCIAL PARTNERS CORP., 1250 CAPITAL OF TEXAS HWY S, STE 125 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2012 (Street) AUSTIN, TX78746 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 Common Stock 02/16/2012 M 13,569 A $ 0 ( 1 ) 54,059.8491 ( 2 ) ( 3 ) D Common Stock 02/16/2012 M 4,073 A $ 0 ( 4 ) 58,132.8491 ( 2 ) ( 3 ) D Common Stock 02/16/2012 M 3,198 A $ 0 ( 5 ) 61,330.8491 ( 2 ) ( 3 ) D Common Stock 02/16/2012 S 8,000 D $ 16 53,330.8491 ( 2 ) ( 3 ) 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 Restricted Stock Units $ 0 ( 6 ) 02/16/2012 F 4,881 ( 1 ) ( 1 ) Common Stock 4,881 $ 0 13,569 D Restricted Stock Units $ 0 ( 6 ) 02/16/2012 M 13,569 ( 1 ) ( 1 ) Common Stock 13,569 $ 0 0 D Restricted Stock Units $ 0 ( 6 ) 02/16/2012 F 1,466 ( 4 ) ( 4 ) Common Stock 1,466 $ 0 9,612 D Restricted Stock Units $ 0 ( 6 ) 02/16/2012 M 4,073 ( 4 ) ( 4 ) Common Stock 4,073 $ 0 5,539 D Restricted Stock Units $ 0 ( 6 ) 02/16/2012 F 1,151 ( 5 ) ( 5 ) Common Stock 1,151 $ 0 11,896 D Restricted Stock Units $ 0 ( 6 ) 02/16/2012 M 3,198 ( 5 ) ( 5 ) Common Stock 3,198 $ 0 8,698 D Restricted Stock Units $ 0 ( 6 ) 02/16/2012 A 12,732 ( 7 ) ( 7 ) Common Stock 12,732 $ 0 12,732 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARTON STANCIL E NATIONAL FINANCIAL PARTNERS CORP. 1250 CAPITAL OF TEXAS HWY S, STE 125 AUSTIN, TX78746 EVP, GC, SEC'Y & CCO Signatures Malika Hinkson, Attorney-in-Fact for Stancil E. Barton 02/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units ("RSUs") vest in three equal annual installments commencing February 16, 2010. 4,881 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 13,569 were immediately settled for shares of Issuer's Common Stock. ( 2 )Includes shares acquired through participation in Issuer's Employee Stock Purchase Plan. ( 3 )Includes shares acquired through dividend reinvestment. ( 4 )The RSUs vest in three equal annual installments commencing February 16, 2011. 1,466 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 4,073 were immediately settled for shares of Issuer's Common Stock. ( 5 )The RSUs vest in three equal annual installments commencing February 16, 2012. 1,151 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 3,198 were immediately settled for shares of Issuer's Common Stock. ( 6 )Each RSU represents a contingent right to receive one share of Issuer's Common Stock. ( 7 )The RSUs vest in three equal annual installments commencing February 16, 2013. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock, or at the Issuer's option, in cash or a combination of the two.

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 r eporting 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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