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^*

DONAHUE J CHRISTOPHER

(Last)

(First)

(Middle)

5800 CORPORATE DRIVE

(Street)

PITTSBURGH

15237-7000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERATED INVESTORS INC /PA/ [ FII ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2013

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)
Class B Common Stock	08/08/2013		J⁽¹⁾		283,636⁽¹⁾	D	$0⁽¹⁾	0⁽¹⁾	I	Held indirectly by The Beechwood Company, L.P.
Class B Common Stock	08/08/2013		J⁽¹⁾⁽²⁾		6,514⁽²⁾	A	$0⁽²⁾	366,391⁽³⁾	I	Held indirectly by Comax Partners Limited Partnership
Class B Common Stock								2,204,670	D
Class B Common Stock								592,766	I	Held indirectly by power of attorney
Class B Common Stock								82	I	Held indirectly by AWOL, Inc.

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)

Explanation of Responses:

1. The described transaction did not involve any public sale of shares. On August 8, 2013, two family partnerships (The Beechwood Company, L.P. ("Beechwood") and Comax Partners Limited Partnership ("Comax Partners")) merged, with Comax Partners as the surviving entity (the "Merger"). Beechmax, Inc. ("Beechmax") was the sole general partner of both partnerships prior to the Merger and remains as the sole general partner of Comax Partners post-Merger. Mr. Donahue is a shareholder of Beechmax. Prior to the Merger, Mr. Donahue reported his proportional beneficial interests in Beechwood and Comax Partners as a shareholder of Beechmax, and disclaimed beneficial ownership of FII Class B Common Stock except to the extent of his pecuniary interest therein. As a result of the Merger, all of the FII Class B Common Stock held by Beechwood is now held by Comax Partners. This transaction was undertaken for family wealth planning purposes.

2. As a result of the Merger, the number of shares of FII Class B Common Stock in which Mr. Donahue has an indirect interest due to his limited partnership interest in Comax will increase by the amount indicated in Box 4.

3. The reported securities are held by Comax Partners, a family partnership of which Beechmax is the sole general partner and Mr. Donahue has a limited partnership interest. The shares of FII Class B Common Stock reported represent Mr. Donahue's proportional beneficial interest in shares of issuer securities held by Comax Partners as shareholder of the general partner. Mr. Donahue disclaims beneficial ownership of the FII Class B Common Stock held by Comax Partners except to the extent of his pecuniary interest therein.

Remarks:

The Power of Attorney dated June 12, 2012 is incorporated by reference.

	/s/ John D. Martini (Attorney-in-Fact)	08/12/2013
	** 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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