Sec Form 4 Filing - MAYER MARC O @ Manning & Napier, Inc. - 2019-01-30

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 MAYER MARC O 2. Issuer Name and Ticker or Trading Symbol Manning & Napier, Inc. [ MN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MANNING & NAPIER, INC., 290 WOODCLIFF DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2019 (Street) FAIRPORT, NY14450 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, par value $0.01 01/30/2019 A 375,000 ( 1 ) A $ 0 375,000 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 Employee Stock Option (right to buy) $ 2.01 01/30/2019 A 500,000 ( 2 ) ( 3 ) Class A Common Stock 500,000 $ 0 500,000 D Employee Stock Option (right to buy) $ 2.01 01/30/2019 A 3,000,000 ( 4 ) ( 3 ) Class A Common Stock 3,000,000 $ 0 3,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAYER MARC O C/O MANNING & NAPIER, INC. 290 WOODCLIFF DRIVE FAIRPORT, NY14450 Chief Executive Officer Signatures /s/ Sarah C. Turner, attorney-in-fact 02/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 125,000 shares of common stock and 250,000 restricted stock units that will convert to common stock on a one-for-one basis as follows: (i) 125,000 shares will vest on December 31, 2019, and (ii) 125,000 shares will vest on December 31, 2020. ( 2 )The options will vest ratably over a three-year period, with one-third vesting on January 1, 2020, an additional one-third vesting on January 1, 2021, and the remaining one-third vesting on January 1, 2022. ( 3 )The options shall terminate and become null and void at the close of business on the date that is the fourth anniversary of the applicable vesting date. ( 4 )The option becomes exercisable, if at all, if the average closing price per share of Class A Common stock of the Company equals or exceeds the applicable target price per share for 20 consecutive trading days on or before the applicable dates as follows: (i) 400,000 shares if the target price of $3.25 is reached by December 31, 2021, (ii) 289,000 shares at each of the following target prices and target dates: $3.75 by December 31, 2021, $4.25 by December 31, 2022, $4.75 by December 31, 2022, $5.25 by December 31, 2023, $5.75 by December 31, 2023, $6.25 by December 31, 2024, $6.75 by December 31, 2024, $7.25 by December 31, 2025; and (iii) 288,000 shares if the target price of $7.75 is reached by December 31, 2025.

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