Sec Form 4 Filing - Gottdiener Noah @ Duff & Phelps Corp - 2012-09-10

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 Gottdiener Noah 2. Issuer Name and Ticker or Trading Symbol Duff & Phelps Corp [ DUF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O DUFF & PHELPS CORPORATION, 55 EAST 52ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2012 (Street) NEW YORK, NY10055 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 stock 09/10/2012 M 190 A 190 I see footnote ( 2 ) Class A common stock 09/10/2012 S( 3 ) 190 D $ 13.25 0 I see footnote ( 2 ) Class A common stock 325,236 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 Duff & Phelps Acquisitions, LLC New Class A Units ( 1 ) 09/10/2012 M 190 ( 1 ) ( 1 ) Class A common stock 190 ( 1 ) 2,046 I see footnote ( 2 ) Duff & Phelps Acquisitions, LLC New Class A Units ( 1 ) ( 1 ) ( 1 ) Class A common stock 483,491 483,491 D Duff & Phelps Acquisitions, LLC New Class A Units ( 1 ) ( 1 ) ( 1 ) Class A common stock 192,982 192,982 I see footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gottdiener Noah C/O DUFF & PHELPS CORPORATION 55 EAST 52ND STREET NEW YORK, NY10055 X CEO and President Signatures /s/ Edward S. Forman as Attorney-in-Fact for Noah Gottdiener 09/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an exchange agreement entered into in connection with the closing of the initial public offering of Duff & Phelps Corporation (the "IPO"), holders of New Class A Units of Duff & Phelps Acquisitions, LLC ("DPA") issued in connection with the reorganization of DPA immediately prior to the consummation of the IPO may exchange their New Class A Units for Class A common stock of Duff & Phelps Corporation on a one-for-one basis, subject to the vesting, minimum retained ownership requirements and transfer restrictions and customary conversion rate adjustments for splits, unit distributions and reclassifications contained in the exchange agreement. ( 2 )Such shares are held by Mr. Gottdiener through Vestar/D&P Holdings, LLC. ( 3 )Shares were sold by Vestar/D&P Holdings, LLC in connection with the exercise of a portion of the over-allotment option in connection with a public offering of shares of Class A common stock. ( 4 )Such shares are held by trusts for the benefit of Mr. Gottdiener.

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).

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