Sec Form 4 Filing - Mahoney Daniel K. @ BrightSphere Investment Group plc - 2019-02-15

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 Mahoney Daniel K. 2. Issuer Name and Ticker or Trading Symbol BrightSphere Investment Group plc [ BSIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Head of Finance/PAO (Last) (First) (Middle) GROUND FLOOR MILLENNIUM BRIDGE HOUSE, 2 LAMBETH HILL 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2019 (Street) LONDON, X0EC4V 4GG 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 Ordinary shares 02/19/2019 S( 1 ) 285 ( 2 ) D $ 13.82 8,626 D Ordinary shares 02/19/2019 S( 1 ) 1 ( 2 ) D $ 13.85 8,625 D Ordinary shares 02/19/2019 S( 1 ) 243 ( 2 ) D $ 13.83 8,382 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 Restricted Share Units ( 3 ) ( 3 ) 02/15/2019 A 6,850 ( 4 ) ( 5 ) ( 5 ) Ordinary shares 6,850 $ 0 6,850 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mahoney Daniel K. GROUND FLOOR MILLENNIUM BRIDGE HOUSE 2 LAMBETH HILL LONDON, X0EC4V 4GG Head of Finance/PAO Signatures /s/ Richard J. Hart, Attorney-in-fact 02/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were sold pursuant to a sales plan adopted by the reporting person and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. ( 2 )Represents shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares. ( 3 )Each restricted share unit represents a right to receive one ordinary share of BrightSphere Investment Group plc. ( 4 )Consists of restricted share units issued under the BrightSphere Investment Group plc 2017 Equity Incentive Plan. ( 5 )The restricted share units vest in equal annual installments over a three-year period with 1/3 of the restricted share units vesting on each of February 15, 2020, February 15, 2021 and February 15, 2022.

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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