Sec Form 4 Filing - MCGONIGLE JOHN W @ FEDERATED INVESTORS INC /PA/ - 2016-05-02

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 MCGONIGLE JOHN W 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) Vice-Chairman, Sec, EVP (Last) (First) (Middle) FEDERATED INVESTORS, INC., 1001 LIBERTY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2016 (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 05/02/2016 J( 1 ) 2,349 A 234,873 I Held indirectly by 713 Investment Partners, L.P. Class B Common Stock 1,954,878 I Held indirectly by Fairview Partners, L.P. Class B Common Stock 942,675 I Held indirectly by John W. McGonigle Revocable Trust Class B Common Stock 357,305 I Held indirectly by Mary Ita McGonigle 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 MCGONIGLE JOHN W FEDERATED INVESTORS, INC. 1001 LIBERTY AVENUE PITTSBURGH, PA15222-3779 X Vice-Chairman, Sec, EVP Signatures /s/John D. Martini (Attorney-in-fact) 05/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held by 713 Investment Partners, a limited partnership ("713 IP") of which JWM/MIM Company, LLC is the sole general partner and 713 Investment Corp. is a limited partner ("713 IC"). Mr. McGonigle and his wife are shareholders and directors of JWM/MIM Company, LLC. On May 2, 2016, 713 IP distributed to 713 IC certain assets of 713 IP with a value equal to the interest of 713 IC in 713 IP such that 713 IC will no longer participate as a limited or general partner of 713 IP. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by 713 IP except to the extent of his pecuniary interest therein. This transaction did not involve any public sale of shares.

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).

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