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^*

O'MALLEY EDWARD

(Last)

(First)

(Middle)

NATIONAL FINANCIAL PARTNERS CORP.

1250 CAPITAL OF TEXAS HWY S.

(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
X	Officer (give title below)	X	Other (specify below)
	SVP NFP		PRES. NFP CORP. CLIENT GROUP

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

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	07/01/2013		D		7,939	D	$25.35⁽⁶⁾	25,650	D
Common Stock	07/01/2013		D		25,650	D	⁽¹⁾	0	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	07/01/2013		D			2,814	⁽²⁾	⁽³⁾	Common Stock	2,814	⁽²⁾	0	D
Restricted Stock Units	$0	07/01/2013		D			13,794	⁽⁴⁾	⁽³⁾	Common Stock	13,794	⁽⁴⁾	0	D
Restricted Stock Units	$0	07/01/2013		D			12,611	⁽⁵⁾	⁽³⁾	Common Stock	12,611	⁽⁵⁾	0	D

Explanation of Responses:

1. In connection with the Agreement and Plan of Merger among Patriot Parent Corp., Patriot Merger Corp. and the Issuer (the "Merger"), and pursuant to the Common Unit Rollover Subscription Agreement by and between the Reporting Person and Patriot Investment Holdings, LLC ("Holdings"), these shares were converted into an equity interest in Holdings having a market value equal to the merger consideration of $25.35 per share (the "Merger Consideration").

2. These restricted stock units ("RSUs"), which provided for vesting in three equal annual installments commencing February 16, 2012, were converted in the Merger into a service-based right to receive cash payments on the applicable vesting dates equal to the Merger Consideration.

3. N/A

4. These RSUs, which provided for vesting in three equal annual installments commencing February 16, 2013, were converted in the Merger into a service-based right to receive cash payments on the applicable vesting dates equal to the Merger Consideration.

5. These RSUs, which provided for vesting in three equal annual installments commencing February 16, 2014, were converted in the Merger into a service-based right to receive cash payments on the applicable vesting dates equal to the Merger Consideration.

6. In connection with the Merger, these shares were cancelled and converted into the right to receive an amount of cash equal to the Merger Consideration.

	Malika Hinkson, Attorney-in-Fact for Edward O'Malley	07/02/2013
	** 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).
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