Sec Form 4 Filing - Gottdiener Noah @ Duff & Phelps Corp - 2012-08-09

Insider filing report for Changes in Beneficial Ownership
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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
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 AND PHELPS CORPORATION, 55 EAST 52ND STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2012
(Street)
NEW YORK, NYUS 10055
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 08/09/2012 M 4,102 A 4,102 I see footnote ( 2 )
Class A common stock 08/09/2012 S( 3 ) 4,102 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 and Phelps Acquisitions, LLC New Class A Units ( 1 ) 08/09/2012 M 4,102 ( 1 ) ( 1 ) Class A common stock 4,102 ( 1 ) 2,236 I see footnote ( 2 )
Duff and Phelps Acquisitions, LLC New Class A Units ( 1 ) ( 1 ) ( 1 ) Class A common stock 483,491 483,491 D
Duff and 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 AND PHELPS CORPORATION
55 EAST 52ND STREET
NEW YORK, NYUS 10055
X CEO and President
Signatures
/s/ Edward S. Forman as Attorney-in-Fact for Noah Gottdiener 08/13/2012
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 and Phelps Corporation (the "IPO"), holders of New Class A Units of Duff and 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 and 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/DandP Holdings, LLC.
( 3 )Shares were sold by Vestar/DandP Holdings, LLC 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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