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* DONAHUE THOMAS R (Last) (First) (Middle) 5800 CORPORATE DRIVE (Street) PITTSBURGH PA 15237-7000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FEDERATED INVESTORS INC /PA/ [ FII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, CFO & Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 04/30/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	04/30/2012		G	V	57,360	D	(1)	82,755(2)	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock	12/20/2012		S		120,000	D	$20.4876(3)	885,550(5)	I	Held indirectly by MaxFund Partners, L.P.
Class B Common Stock	12/21/2012		S		120,000	D	$20.0902(4)	765,550(5)	I	Held indirectly by MaxFund Partners, L.P.
Class B Common Stock								649,703	D
Class B Common Stock								72	I	Held indirectly by 401(k) Plan
Class B Common Stock								4,409	I	Held indirectly by spouse
Class B Common Stock								82	I	Held indirectly by AWOL, Inc.
Class B Common Stock								283,636	I	Held indirectly by Beechwood Company, L.P.
Class B Common Stock								303,220	I	Held indirectly by power of attorney
Class B Common Stock								224,074	I	Held indirectly by J. Christopher Donahue as Custodian for minor children

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities are held by Comax Partners Limited Partnership, a family partnership in which the reporting person holds a minority interest. On April 30, 2012, the reporting person gifted an interest in Comax Partners to two of his children who share his household. The value of the interest in Comax Partners that was gifted is equal to 57,360 shares of the issuer. This transaction did not involve any public sale of shares.

2. The FII Class B Common Stock shares reported represent Mr. Donahue's proportional beneficial interest in the shares held by Comax Partners.

3. The price reported in Column 4 is a weighted average price. These shares were sold in six hundred and seventeen transactions at prices ranging from $20.4400 to $20.5300 inclusive. The reporting person undertakes to provide to Federated Investors, Inc., any security holder of Federated Investors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in 1,088 transactions at prices ranging from $20.005 to $20.21 inclusive. The reporting person undertakes to provide to Federated Investors, Inc., any security holder of Federated Investors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported securities are held by Maxfund Partners, L.P., a limited partnership of which the reporting person and his wife are the sole sharesholders of the general partner. The reporting person disclaims beneficial ownership of the FII Class B Common Stock held by Maxfund Partners, L.P. except to the extent of his pecuniary interest therein.

Remarks:

The Power of Attorney dated June 19, 2012 is incorporated by reference.

	/s/John D. Martini (Attorney-in-Fact)	12/26/2012
	** 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).
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