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

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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^*

STROHM MICHAEL D

(Last)

(First)

(Middle)

6300 LAMAR AVENUE

(Street)

OVERLAND PARK

66202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WADDELL & REED FINANCIAL INC [ WDR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2006

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)
Class A Common	08/15/2006		M		3,750	A	$14.625	137,544	D
Class A Common	08/15/2006		M		17,226	A	$15.3333	154,770	D
Class A Common	08/15/2006		M		1,517	A	$16.7615	156,287	D
Class A Common	08/15/2006		M		45,000	A	$16.8333	201,287	D
Class A Common	08/15/2006		M		16,138	A	$18	217,425	D
Class A Common	08/15/2006		S		800	D	$22.07	216,625	D
Class A Common	08/15/2006		S		700	D	$22.08	215,925	D
Class A Common	08/15/2006		S		57,900	D	$22.09	158,025	D
Class A Common	08/15/2006		S		20,331	D	$22.1	137,694	D
Class A Common	08/15/2006		S		3,400	D	$22.11	134,294	D
Class A Common	08/15/2006		S		500	D	$22.12	133,794	D
Class A Common								3,105.5893⁽¹⁾	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)
NQSO (Right to Buy)	$14.625	08/15/2006		M			3,750	12/16/2002	12/17/2008	Class A Common	3,750	$0	0	D
NQSO (Right to Buy)	$15.3333	08/15/2006		M			17,226	03/04/2000⁽²⁾	03/05/2008	Class A Common	17,226	$0	0	D
NQSO (Right to Buy)	$16.7615	08/15/2006		M			1,517	02/02/2000	08/03/2009	Class A Common	1,517	$0	0	D
NQSO (Right to Buy)	$16.8333	08/15/2006		M			45,000	12/10/2001⁽³⁾	12/11/2009	Class A Common	45,000	$0	0	D
NQSO (Right to Buy)	$18	08/15/2006		M			607	02/01/2003	12/17/2006	Class A Common	607	$0	0	D
NQSO (Right to Buy)	$18	08/15/2006		M			1,752	02/01/2003	09/26/2007	Class A Common	1,752	$0	0	D
NQSO (Right to Buy)	$18	08/15/2006		M			7,200	02/01/2003	03/05/2008	Class A Common	7,200	$0	0	D
NQSO (Right to Buy)	$18	08/15/2006		M			6,579	02/01/2003	12/17/2008	Class A Common	6,579	$0	0⁽⁴⁾	D

Explanation of Responses:

1. Units (which include Class A common stock and cash reserves) representing Mr. Strohm's interest in the Company's 401(k) Plan unitized stock fund as of June 30, 2006.

2. 426 options vested on 3/4/00 and 8,400 options vested on each of 3/4/01 and 3/4/02.

3. Vested in 1/3 increments annually beginning 12/10/2001.

4. Following the above reported transactions, Mr. Strohm no longer owns any options on Company stock.

Remarks:

	Michael D. Strohm	08/16/2006
	** 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.