SEC FORM 4

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nicolelli Maurizio

(Last)

(First)

(Middle)

601 MERRITT 7

(Street)

NORWALK

06851

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FACTSET RESEARCH SYSTEMS INC [ FDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
FactSet Common Stock	11/08/2010		A		1,185	A	⁽¹⁾	2,458	D
FactSet Common Stock	11/08/2010		A		897	A	⁽²⁾	3,355	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$65.67	11/08/2010		J			7,657	⁽⁶⁾	⁽⁶⁾	FactSet Common Stock	7,657	$65.67	25,652	D
Non-Qualified Stock Option (right to buy)	$88.4	11/08/2010		A		6,845		11/08/2012⁽³⁾	11/08/2017	FactSet Common Stock	6,845	⁽⁷⁾	32,497	D
Non-Qualified Stock Option (right to buy)	$88.4	11/08/2010		A		8,664		11/08/2013⁽⁴⁾	11/08/2017	FactSet Common Stock	8,664	⁽⁷⁾	41,161	D
Non-Qualified Stock Option (right to buy)	$88.4	11/08/2010		A		11,765		⁽⁵⁾	11/08/2017	FactSet Common Stock	11,765	⁽⁷⁾	52,926	D

Explanation of Responses:

1. Represents a Restricted Stock Award which shall vest over 5 years at a rate of 60% on November 8, 2013 and the remaining 40% on November 8, 2015, subject to continued employment.

2. Represents a Restricted Stock Unit Award which shall become exercisable over 6 years based on the achievement by the issuer of certain financial performance criteria and continued employment. RSUs that do not vest at the end of the performance period will be forfeited.

3. These options shall become exercisable based on the achievement by the issuer of certain financial performance criteria. Options that do not vest at the end of a two-year performance period will be forfeited. Options that become exercisable vest 41.67% after the two-year performance period with the remainder vesting at 1.67% per month thereafter.

4. These options shall become exercisable over 6 years based on the achievement by the issuer of certain financial performance criteria. Options that do not vest at the end of the performance period will be forfeited.

5. These options shall become exercisable over 4.5 years based on the achievement by the issuer of certain financial performance criteria. Options that do not vest by June 1, 2015 will be forfeited.

6. This performance-based employee stock option grant was forfeited as the issuer did not achieve certain financial performance criteria during the two-year performance period ending August 31, 2010.

7. Column 8 has been intentionally left blank.

	Maurizio Nicolelli	11/12/2010
	** 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.