| FORM 4 | 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FEDERATED INVESTORS INC /PA/ [ FII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
08/26/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 B Common Stock | 08/26/2008 | G ( 1 ) | V | 15,490 | D | $0 | 501,914 ( 2 ) ( 3 ) | D | ||
| Class B Common Stock | 08/26/2008 | G ( 1 ) | V | 15,490 | A | $0 | 517,154 ( 3 ) | I | Held indirectly by J. Christopher Donahue as custodian for minor children. | |
| Class B Common Stock | 08/27/2008 | M | 30,300 | A | $11.75 | 532,214 ( 2 ) ( 3 ) | D | |||
| Class B Common Stock | 08/27/2008 | M | 35,400 | A | $13.2083 | 567,614 ( 2 ) ( 3 ) | D | |||
| Class B Common Stock | 08/27/2008 | M | 25,820 | A | $29.8125 | 593,434 ( 2 ) ( 3 ) | D | |||
| Class B Common Stock | 08/27/2008 | M | 30,620 | A | $31 | 624,054 ( 2 ) ( 3 ) | D | |||
| Class B Common Stock | 08/27/2008 | M | 42,541 | A | $25.35 | 666,595 ( 2 ) ( 3 ) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $11.75 ( 4 ) | 08/27/2008 | M | 30,300 ( 4 ) | 01/26/1999 | 01/26/2009 | Class B Common Stock | 30,300 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $13.2083 ( 5 ) | 08/27/2008 | M | 35,400 ( 5 ) | 01/25/2000 | 01/24/2010 | Class B Common Stock | 35,400 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $29.8125 | 08/27/2008 | M | 25,820 | 01/23/2001 | 01/22/2011 | Class B Common Stock | 25,820 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $31 | 08/27/2008 | M | 30,620 | 01/15/2002 | 01/15/2012 | Class B Common Stock | 30,620 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $25.35 | 08/27/2008 | M | 42,541 | 12/18/2002 | 12/17/2012 | Class B Common Stock | 42,541 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Gift to children who share Mr. Donahue's household. |
| 2. This includes 72 shares of Federated Investors Inc. Class B Common Stock held in Federated's Profit Sharing/401(k) Plan. |
| 3. In addition to the holdings set forth in Table I: 2,919 shares are held indirectly by spouse; 805,550 shares are held indirectly by MaxFund Partners, L.P.; 302,405 shares are held indirectly by Beechwood Company; 111,540 shares are held indirectly by Comax Partners Limited Partnership; and 407,385 shares are held indirectly by children. |
| 4. This option was previously reported as covering 20,200 shares at an exercise price of $17.625 per share, but was adjusted to reflect the three-for-two stock split of Federated Investors, Inc. that occurred on June 22, 2000. |
| 5. This option was previously reported as covering 23,600 shares at an exercise price of $19.8215 per share, but was adjusted to reflect the three-for-two stock split of Federated Investors, Inc. that occurred on June 22, 2000. |
| Remarks: |
| The Power of Attorney dated July 25, 2006 is incorporated by reference. |
| /s/ Gail C. Jones (Attorney-in-Fact) | 08/28/2008 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||