SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Puzzuoli Patrick Michael

(Last)

(First)

(Middle)

C/O DUFF AND PHELPS CORPORATION

55 EAST 52ND STREET

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2011

3. Issuer Name and Ticker or Trading Symbol
Duff & Phelps Corp [ DUF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	24,482	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-qualified Stock Option (right to purchase)	⁽¹⁾	09/27/2017	Class A common stock	14,437	$16	D
Duff and Phelps Acquisitions, LLC New Class A Units	⁽²⁾	⁽²⁾	Class A common stock	1,932	⁽²⁾	D

Explanation of Responses:

1. 75% is currently exercisable; the remaining 25% becomes exercisable on September 27, 2011.

2. Pursuant to an exchange agreement, as amended, entered into in connection with the closing of the initial public offering of Duff and Phelps Corporation (the "IPO"), holders of New Class A Units of Duff and Phelps Acquisitions, LLC ("DPA") issued in connection with the reorganization of DPA immediately prior to the consummation of the IPO may exchange their New Class A Units for Class A common stock of Duff and Phelps Corporation on a one-for-one basis up to four times each year, subject to the vesting, minimum retained ownership requirements and transfer restrictions and customary conversion rate adjustments for splits, unit distributions and reclassifications contained in the exchange agreement.

	/s/ Edward S. Forman as Attorney-in-Fact for Patrick M. Puzzuoli	03/08/2011
	** 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 5 (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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