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

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^*

CALLAHAN R BRUCE

(Last)

(First)

(Middle)

NATIONAL FINANCIAL PARTNERS CORP.

1250 CAPITAL OF TEXAS HWY. S., SUITE 125

(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)

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

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	06/17/2013		G	V	4,000	D	$0	83,212.3066⁽¹⁾⁽²⁾	D
Common Stock	07/01/2013		D		75,212.3066	D	$25.35⁽¹⁰⁾	8,000⁽¹⁾⁽²⁾	D
Common Stock	07/01/2013		D		8,000	D	⁽³⁾	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)
Stock Option (Right to Buy)	$23	07/01/2013		D			1,000	⁽⁴⁾	09/17/2013	Common Stock	1,000	⁽⁴⁾	0	D
Restricted Stock Units	$0	07/01/2013		D			1,151	⁽⁵⁾	⁽⁶⁾	Common Stock	1,151	⁽⁵⁾	0	D
Restricted Stock Units	$0	07/01/2013		D			1,910	⁽⁷⁾	⁽⁶⁾	Common Stock	1,910	⁽⁷⁾	0	D
Restricted Stock Units	$0	07/01/2013		D			3,049	⁽⁸⁾	⁽⁶⁾	Common Stock	3,049	⁽⁸⁾	0	D
Phantom Stock Units	$0	07/01/2013		D			3,258	⁽⁹⁾	⁽⁶⁾	Common Stock	3,258	⁽⁹⁾	0	D

Explanation of Responses:

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

2. Includes shares acquired through dividend reinvestment.

3. 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 $25.35 per share (the "Merger Consideration").

4. This stock option, which was fully vested, was cancelled in the Merger in exchange for a cash payment equal to the difference between $23.00 per share (the exercise price of the stock option) and the Merger Consideration.

5. 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 deferred cash payments on the applicable vesting dates equal to the Merger Consideration, to be made upon Reporting Person's separation of service from the Issuer.

6. N/A

7. 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 deferred cash payments on the applicable vesting dates equal to the Merger Consideration, to be made upon Reporting Person's separation of service from the Issuer.

8. 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 deferred cash payments on the applicable vesting dates equal to the Merger Consideration, to be made upon Reporting Person's separation of service from the Issuer.

9. These phantom stock units, which were vested in full but provided for payment upon separation of service from the Issuer, were cancelled in the Merger in exchange for a cash payment equal to the Merger Consideration, to be made upon Reporting Person's separation of service from the Issuer.

10. 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 R. Bruce Callahan	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).
** 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.