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*
CARTER ROBERT R
(Last) (First) (Middle)
1250 CAPITAL OF TEXAS HWY.
SUITE 500
(Street)
AUSTIN TX 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)
President of NFPISI
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2008
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
Common Stock 02/17/2008 M 937 A $0 71,592 D
Common Stock 02/17/2008 M 13 A $0 71,605 D
Common Stock 02/17/2008 M 15 A $0 71,620 D
Common Stock 02/16/2008 M 778 A $0 72,398 D
Common Stock 02/16/2008 M 12 A $0 72,410 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0 02/17/2008 F 399 (1) (2) Common Stock 399 $0 937 D
Restricted Stock Units $0 02/17/2008 M 937 (1) (2) Common Stock 937 $0 0 D
Restricted Stock Units $0 02/17/2008 F 6 (1) (2) Common Stock 6 (3) 13 D
Restricted Stock Units $0 02/17/2008 M 13 (1) (2) Common Stock 13 (3) 0 D
Restricted Stock Units $0 02/17/2008 J(4) 21 (5) (2) Common Stock 21 (6) 21 D
Restricted Stock Units $0 02/17/2008 F 6 (5) (2) Common Stock 6 (6) 15 D
Restricted Stock Units $0 02/17/2008 M 15 (5) (2) Common Stock 15 (6) 0 D
Restricted Stock Units $0 02/16/2008 F 378 (7) (2) Common Stock 378 $0 1,934 D
Restricted Stock Units $0 02/16/2008 M 778 (7) (2) Common Stock 778 $0 1,156 D
Restricted Stock Units $0 02/16/2008 J 36 (7) (2) Common Stock 36 (6) 36 D
Restricted Stock Units $0 02/16/2008 F 6 (7) (2) Common Stock 6 (6) 30 D
Restricted Stock Units $0 02/16/2008 M 12 (7) (2) Common Stock 12 (6) 18 D
Explanation of Responses:
1. Restricted Stock Units ("RSUs") vest in two equal annual installments commencing February 17, 2007. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.
2. N/A
3. 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., $54.85, $44.51, $41.30 and $43.66 on April 7, 2006, July 7, 2006, October 6, 2006 and January 8, 2007, respectively.
4. On February 17, 2006, Reporting Person was granted RSUs which earn dividend equivalents 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 17, 2008 the Issuer's Compensation Committee determined to pay all accrued DEs on such RSUs in the form of additional RSUs.
5. RSUs vest on February 17, 2008. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.
6. Price of derivative security is the FMV on each dividend issuance date, i.e., $47.30, $47.33, $56.05 and $43.33 on April 9, 2007, July 6, 2007, October 9, 2007 and January 7, 2008, respectively.
7. RSUs vest in two equal annual installments commencing February 16, 2008. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock.
Stephanie Scherr Olson, Attorney-in-Fact for Robert R. Carter 02/20/2008
** 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.