Sec Form 4 Filing - DONAHUE J CHRISTOPHER @ FEDERATED INVESTORS INC /PA/ - 2018-09-06

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) Chairman, President & CEO (Last) (First) (Middle) FEDERATED INVESTORS, INC., 1001 LIBERTY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2018 (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 09/06/2018 G V 1,150 D $ 0 1,613,603 ( 1 ) D Class B Common Stock 09/13/2018 G V 57,500 D $ 0 1,556,103 D Class B Common Stock 12/14/2018 G V 1,150 D $ 0 1,554,953 D Class B Common Stock 278,101 ( 2 ) I Held indirectly by Comax Partners, L.P. (d/b/a The Beechwood Company, L.P.) Class B Common Stock 19,818 ( 3 ) I Held indirectly by The John F. and Rhodora J. Donahue Grandchildren's Trust Class B Common Stock 5,819 I Held indirectly by John F. Donahue Revocable Trust Class B Common Stock 5,819 I Held indirectly by Rhodora J. Donahue Revocable Trust Class B Common Stock 82 I Held indirectly by AWOL, Inc. Class B Common Stock 569,880 I Held indirectly by The John F. Donahue and Rhodora J. Donahue Joint Revocable Trust

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 FEDERATED INVESTORS, INC. 1001 LIBERTY AVENUE PITTSBURGH, PA15222-3779 X Chairman, President & CEO Signatures /s/ John D. Martini (Attorney-in-Fact) 12/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On or around May 12, 2018, Comax Partners L.P. (d/b/a The Beechwood Company, L.P.) ("Comax") distributed shares of Federated Investors Inc. Class B Common Stock to all of its limited partners on a pro-rata basis (the "Distribution"). The Distribution did not involve any public sale of shares. As a result of the Distribution, the number of shares of Federated Investors, Inc. Class B Common Stock directly owned by the reporting person increased by 360 shares. ( 2 )As a result of the Distribution described in Footnote 1, the number of shares of Federated Investors, Inc. Class B Common Stock in which the reporting person has an indirect interest due to his interest in Comax decreased by 19,781 shares. 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. ( 3 )As a result of the Distribution described in Footnote 1, The John F. and Rhodora J. Donahue Grandchildren's Trust, in which the reporting person has an indirect interest, now owns 19,818 shares of Federated Investors, Inc. Class B Common Stock.

Remarks: The Power of Attorney dated April 24, 2014 is incorporated herein by reference.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.