Sec Form 3 Filing - Connor Matthew J @ BROADRIDGE FINANCIAL SOLUTIONS, INC. - 2020-09-01

FORM 3 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 Connor Matthew J 2. Issuer Name and Ticker or Trading Symbol BROADRIDGE FINANCIAL SOLUTIONS, INC. [ BR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO (Last) (First) (Middle) 5 DAKOTA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2020 (Street) LAKE SUCCESS, NY11042 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

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 CY2019 RSUs $ 0 ( 1 ) ( 1 ) Common Stock 2,017 D FY2019 RSUs $ 0 ( 2 ) ( 2 ) Common Stock 484 D FY2020 RSUs $ 0 ( 3 ) ( 3 ) Common Stock 491 D Stock Option (Right to Buy) $ 93.88 02/12/2021 02/12/2028 Common Stock 836 ( 4 ) D Stock Option (Right to Buy) $ 93.88 02/12/2022 02/12/2028 Common Stock 11,947 ( 5 ) D Stock Option (Right to Buy) $ 98.31 02/11/2021 02/11/2029 Common Stock 1,104 ( 6 ) D Stock Option (Right to Buy) $ 117.34 02/04/2021 02/04/2030 Common Stock 1,444 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Connor Matthew J 5 DAKOTA DRIVE LAKE SUCCESS, NY11042 Interim CFO Signatures Adam D. Amsterdam, Power of Attorney 09/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Special award of Restricted Stock Units granted under Broadridge's 2018 Omnibus Award Plan representing a like number of shares of Broadridge common stock. The Restricted Stock Units will vest and convert into Broadridge common stock on April 1, 2021. ( 2 )Restricted Stock Units granted under Broadridge's 2007 Omnibus Award Plan representing a like number of shares of Broadridge common stock. The Restricted Stock Units will vest and convert into Broadridge common stock on April 1, 2021. ( 3 )Restricted Stock Units granted under Broadridge's 2018 Omnibus Award Plan representing a like number of shares of Broadridge common stock. The Restricted Stock Units will vest and convert into Broadridge common stock on April 1, 2022. ( 4 )1,671 stock options were initially granted on February 12, 2018 under Broadridge's 2007 Omnibus Award Plan and vested equally over 4 years. 836 stock options remain outstanding and vest equally over the next 2 years. ( 5 )Stock options granted under Broadridge's 2007 Omnibus Award Plan on February 12, 2018, that will vest on the fourth anniversary of the date of the grant. ( 6 )1,471 stock options were initially granted on February 11, 2019 under Broadridge's 2018 Omnibus Award Plan and vested equally over 4 years. 1,104 stock options remain outstanding and vest equally over the next 3 years. ( 7 )Stock options granted under Broadridge's 2018 Omnibus Award Plan on February 4, 2020, vesting equally over 4 years beginning February 4, 2021.

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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