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^*

BIBLIOWICZ JESSICA M

(Last)

(First)

(Middle)

NATIONAL FINANCIAL PARTNERS CORP.

340 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10173

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2013

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	02/16/2013		M		12,666	A	$0⁽¹⁾	418,189.3158⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock	02/16/2013		M		8,420	A	$0⁽⁵⁾	426,609.3158⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock	02/16/2013		M		7,499	A	$0⁽⁶⁾	434,108.3158⁽²⁾⁽³⁾⁽⁴⁾	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⁽⁷⁾	02/16/2013		F			11,000	⁽¹⁾	⁽¹⁾	Common Stock	11,000	$0	12,666	D
Restricted Stock Units	$0⁽⁷⁾	02/16/2013		M			12,666	⁽¹⁾	⁽¹⁾	Common Stock	12,666	$0	0	D
Restricted Stock Units	$0⁽⁷⁾	02/16/2013		F			10,639	⁽⁵⁾	⁽⁵⁾	Common Stock	10,639	$0	27,479	D
Restricted Stock Units	$0⁽⁷⁾	02/16/2013		M			8,420	⁽⁵⁾	⁽⁵⁾	Common Stock	8,420	$0	19,059	D
Restricted Stock Units	$0⁽⁷⁾	02/16/2013		F			9,477	⁽⁶⁾	⁽⁶⁾	Common Stock	9,477	$0	41,452	D
Restricted Stock Units	$0⁽⁷⁾	02/16/2013		M			7,499	⁽⁶⁾	⁽⁶⁾	Common Stock	7,499	$0	33,953	D
Restricted Stock Units	$0⁽⁷⁾	02/16/2013		A		27,716		⁽⁸⁾	⁽⁸⁾	Common Stock	27,716	$0	27,716	D

Explanation of Responses:

1. The restricted stock units ("RSUs") vested in three equal annual installments commencing February 16, 2011. 11,000 of the RSUs that vested on February 16, 2013 were withheld for payment of taxes and 12,666 were immediately settled for shares of Issuer's Common Stock.

2. Includes 2,000 shares owned by Reporting Person's sons that are held in joint accounts with Reporting Person. Reporting Person disclaims beneficial ownership of the shares, for the purposes of Section 16 or for any other purpose, except to the extent of her pecuniary interest therein.

3. Includes shares acquired through participation in Issuer's Employee Stock Purchase Plan.

4. Includes shares acquired through dividend reinvestment.

5. The RSUs vest in three equal annual installments commencing February 16, 2012. 10,639 of the RSUs that vested on February 16, 2013 were withheld for payment of taxes and 8,420 were immediately settled for shares of Issuer's Common Stock.

6. The RSUs vest in three equal annual installments commencing February 16, 2013. 9,477 of the RSUs that vested on February 16, 2013 were withheld for payment of taxes and 7,499 were immediately settled for shares of Issuer's Common Stock.

7. Each RSU represents a contingent right to receive one share of Issuer's Common Stock.

8. The RSUs vest on February 16, 2014. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock, or at the Issuer's option, in cash or a combination of the two.

	Malika Hinkson, Attorney-in-Fact for Jessica M. Bibliowicz	02/20/2013
	** 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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