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Sec Form 4 Filing - DONAHUE J CHRISTOPHER @ FEDERATED INVESTORS INC - 2017-06-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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)
Chairman, President & CEO
(Last)
(First)
(Middle)
1001 LIBERTY AVENUE, FEDERATED INVESTORS, INC.
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2017
(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 06/30/2017 G V 1 ( 1 ) A $ 0 458,385 ( 2 ) I Held indirectly by Richmond Farm, L.P.
Class B Common Stock 06/30/2017 J( 3 ) 710 ( 4 ) D $ 0 297,972 ( 5 ) I Held indirectly by The Beechwood Company, L.P.
Class B Common Stock 06/30/2017 J( 6 ) 9,439 ( 7 ) A $ 0 1,024,785 ( 2 ) I Held indirectly by Richmond Farm, L.P.
Class B Common Stock 1,684,920 D
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 592,766 I Held indirectly by power of attorney
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
1001 LIBERTY AVENUE
FEDERATED INVESTORS, INC.
PITTSBURGH, PA15222-3779
X Chairman, President & CEO
Signatures
/s/ John D. Martini (Attorney-in-Fact) 07/05/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Richmond Farm, LLC ("Richmond LLC") is the sole general partner of Richmond Farm, L.P. ("Richmond L.P."). The John F. and Rhodora J. Donahue New Richmond Farm Trust, of which the reporting person is a trustee, was gifted a majority of the voting shares of Richmond LLC. 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 interest in Richmond L.P. through Richmond LLC will increase by the amount indicated in Box 4.
( 2 )The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Richmond Farm L.P. except to the extent of his pecuniary interest therein.
( 3 )The described transaction did not involve any public sale of shares and was done for family governance purposes. On June 30, 2017, The Beechwood Company, L.P. ("Beechwood") transferred shares of Federated Investors, Inc. Class B Common Stock to Richmond Farm, L.P. as part of a support agreement. Beechmax, Inc. ("Beechmax") is the sole general partner of Beechwood and the reporting person is a shareholder of Beechmax. The reporting person has a limited partnership interest in Beechwood.
( 4 )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 Beechwood will decrease by the amount indicated in Box 4.
( 5 )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) as shareholder of the general partner in shares of issuer securities held by Beechwood. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Beechwood except to the extent of his pecuniary interest therein.
( 6 )As described in Footnote 3, Richmond L.P. received shares of Federated Investors, Inc. Class B Common Stock as part of a support agreement. Richmond LLC is the sole general partner of Richmond L.P. and the reporting person is a member of Richmond LLC and a trustee of The John F. and Rhodora J. Donahue New Richmond Farm Trust, which holds a majority of the voting shares of Richmond LLC.
( 7 )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 interest in Richmond L.P. through Richmond LLC will increase by the amount indicated in Box 4.

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.
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