Sec Form 4 Filing - Manning William @ Manning & Napier, Inc. - 2020-05-11

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 Manning William 2. Issuer Name and Ticker or Trading Symbol Manning & Napier, Inc. [ MN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 290 WOODCLIFF DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2020 (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

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 Class A Units ( 1 ) ( 2 ) $ 1.48 05/11/2020 D( 3 ) 733,460 11/17/2017( 3 ) ( 3 ) Class A Common Stock, $0.01 par value 733,460 $ 1.48 0 I By Manning & Napier Capital Company, L.L.C. Class A Units ( 4 ) ( 5 ) $ 1.51 ( 6 ) 05/11/2020 D( 3 ) 59,223,959 11/17/2017( 3 ) ( 3 ) Class A Common Stock, $0.01 par value 59,223,959 $ 1.51 ( 6 ) 0 I By M&N Group Holdings, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Manning William 290 WOODCLIFF DRIVE FAIRPORT, NY14450 X Signatures /s/ Sarah C. Turner, attorney in fact 05/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Class A units of Manning & Napier Group, LLC ("Group") that are owned directly by Manning & Napier Capital Company, L.L.C. ( 2 )The number of derivative securities shown is the number of Class A units of Group directly owned by Manning & Napier Capital Company, L.L.C. that are attributable to the interests of the Reporting Person. Each Class A unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer, subject to an annual exchange process. ( 3 )The Reporting Person redeemed an aggregate of 59,957,419 Class A units of Group, of which the Issuer is the managing member. Such units are redeemable for an equal number of shares of the Issuer's Class A common stock or cash, at the election of the independent directors of the Issuer. The Issuer's independent directors determined to redeem the units for cash, and the settlement of the redemption occurred on May 11, 2020. Class A units of Group do not expire. ( 4 )Represents Class A units of Group that are owned directly by M&N Group Holdings ("Group Holdings"). ( 5 )The number of derivative securities shown is the number of Class A units of Group directly owned by Group Holdings that are attributable to the interests of the Reporting Person. Each Class A unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer, subject to an annual exchange process. ( 6 )The price reported in Column 2 and Column 8 is a weighted average price. These units were redeemed by Group as follows: (a) 34,696,444 Class A units of Group Holdings owned by MN Advisors, Inc. at a price of $1.48; (b) 6,808,523 of Class A units of Group Holdings owned by Manning & Napier Associates, LLC at a price of $1.56; and (c) 17,718,992 Class B units of Group Holdings owned by William Manning at price of $1.56. Following Group's redemption of these units of Group Holdings, the Group units were redeemed by the Issuer, the managing member of Group.

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).

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