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^*

MONTGOMERY JEFFREY A

(Last)

(First)

(Middle)

1250 CAPITAL OF TEXAS HIGHWAY

SUITE 500

(Street)

AUSTIN

78746

(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
Officer (give title below)	X	Other (specify below)
		CEO & President of NFPSI

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2007

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	02/16/2007		M		785	A	$0	8,086⁽¹⁾	D
Common Stock	02/16/2007		M		8	A	$0	8,094⁽¹⁾	D
Common Stock	02/16/2007		M		11	A	$0	8,105⁽¹⁾	D
Common Stock	02/17/2007		M		741	A	$0	8,846⁽¹⁾	D
Common Stock	02/17/2007		M		10	A	$0	8,856⁽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	02/16/2007		A		2,594		⁽²⁾	⁽³⁾	Common Stock	2,594	$0	2,594	D
Restricted Stock Units	$0	02/16/2007		F			283	⁽⁴⁾	⁽³⁾	Common Stock	283	$0	785	D
Restricted Stock Units	$0	02/16/2007		M			785	⁽⁴⁾	⁽³⁾	Common Stock	785	$0	0	D
Restricted Stock Units	$0	02/16/2007		F			4	⁽⁴⁾	⁽³⁾	Common Stock	4	⁽⁵⁾	8	D
Restricted Stock Units	$0	02/16/2007		M			8	⁽⁴⁾	⁽³⁾	Common Stock	8	⁽⁵⁾	0	D
Restricted Stock Units	$0	02/16/2007		J⁽⁶⁾		15		⁽⁷⁾	⁽³⁾	Common Stock	15	⁽⁸⁾	15	D
Restricted Stock Units	$0	02/16/2007		F			4	⁽⁷⁾	⁽³⁾	Common Stock	4	⁽⁸⁾	11	D
Restricted Stock Units	$0	02/16/2007		M			11	⁽⁷⁾	⁽³⁾	Common Stock	11	⁽⁸⁾	0	D
Restricted Stock Units	$0	02/17/2007		F			267	⁽⁹⁾	⁽³⁾	Common Stock	267	$0	1,750	D
Restricted Stock Units	$0	02/17/2007		M			741	⁽⁹⁾	⁽³⁾	Common Stock	741	$0	1,009	D
Restricted Stock Units	$0	02/17/2007		J⁽⁶⁾		28		⁽⁹⁾	⁽³⁾	Common Stock	28	⁽⁸⁾	28	D
Restricted Stock Units	$0	02/17/2007		F			4	⁽⁹⁾	⁽³⁾	Common Stock	4	⁽⁸⁾	24	D
Restricted Stock Units	$0	02/17/2007		M			10	⁽⁹⁾	⁽³⁾	Common Stock	10	⁽⁸⁾	14	D

Explanation of Responses:

1. Includes 1,000 shares owned jointly with Reporting Person's spouse.

2. Restricted Stock Units ("RSUs") vest in two equal annual installments commencing February 16, 2008. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.

3. N/A

4. RSUs vest in two equal annual installments commencing February 16, 2006. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.

5. Price of derivative security is the "Fair Market Value" (the "FMV"), i.e., 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.

6. On each of February 16, 2005 and February 17, 2006, Reporting Person was granted RSUs which 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, 2007, the Issuer's Compensation Committee determined to pay all accrued DEs on such RSUs in the form of additional RSUs.

7. RSUs vest 100% on February 16, 2007. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.

8. Price of derivative security is the FMV of the Issuer's Common Stock on each dividend issuance date, i.e., $54.85, $44.51, $41.30 and $43.66 on April 7, 2006, July 7, 2006, October 6, 2006 and January 8, 2007, respectively.

9. RSUs vest in two equal annual installments commencing February 17, 2007. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.

	Stephanie Scherr Olson, Attorney-in-Fact for Jeffrey A. Montgomery	02/21/2007
	** 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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