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^*

BIDERMAN MARC C

(Last)

(First)

(Middle)

NATIONAL FINANCIAL PARTNERS CORP.

787 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL FINANCIAL PARTNERS CORP [ NFP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2006

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)
Common Stock	02/16/2006		M		10	A	$0	8,516.3481⁽¹⁾	D
Common Stock	02/16/2006		M		994	A	$0	9,510.3481⁽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)
Restricted Stock Units	$0	02/16/2006		J⁽²⁾		39		⁽³⁾	⁽⁴⁾	Common Stock	39	⁽⁵⁾	39	D
Restricted Stock Units	$0	02/16/2006		F			9	⁽³⁾	⁽⁴⁾	Common Stock	9	⁽⁵⁾	30	D
Restricted Stock Units	$0	02/16/2006		M			10	⁽³⁾	⁽⁴⁾	Common Stock	10	⁽⁵⁾	20	D
Restricted Stock Units	$0	02/16/2006		F			737	⁽³⁾	⁽⁴⁾	Common Stock	737	$0	2,725	D
Restricted Stock Units	$0	02/16/2006		M			994	⁽³⁾	⁽⁴⁾	Common Stock	994	$0	1,731	D

Explanation of Responses:

1. Includes shares acquired through participation in Issuer's dividend reinvestment program.

2. On February 16, 2005, Reporting Person was granted 3,462 Restricted Stock Units ("RSUs"). These RSUs earn dividend equivalents ("DEs") each time Issuer pays dividends on its Common Stock, which DEs are payable in either cash or additional RSUs, at the discretion of the Issuer's Compensation Committee. On February 16, 2006, the Issuer's Compensation Committee determined to pay all accrued DEs on such RSUs in the form of additional RSUs.

3. RSUs vest in two equal annual installments commencing February 16, 2005. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.

4. N/A

5. Price of derivative security is the "Fair Market Value" (the average of the high and the low price) of the Issuer's Common Stock on each dividend issuance date, i.e., $41.83, $38.60, $44.20 and $55.26 on April 7, 2005, July 7, 2005, October 7, 2005 and January 6, 2006, respectively.

	Stephanie Scherr Olson, Attorney-in-Fact for Mark C. Biderman	02/17/2006
	** 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).
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