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 THOMAS R
(Last) (First) (Middle)
FEDERATED INVESTORS, INC.
1001 LIBERTY AVENUE
(Street)
PITTSBURGH PA 15222-3779
(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)
VP, CFO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2019
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)
Code V Amount (A) or (D) Price
Class B Common Stock 11/18/2019 A 18,500 A $3 702,055(1) D
Class B Common Stock 421,690(2) I Held indirectly by MaxFund Partners, L.P.
Class B Common Stock 27,544(3) I The Fran L. Donahue Grantor Trust
Class B Common Stock 37,544(4) I The Thomas R. Donahue Grantor Trust
Class B Common Stock 2,000(5) I Maxfund, Inc.
Class B Common Stock 59,937(6) I Held indirectly by immediate family member
Class B Common Stock 58,147(6) I Held indirectly by immediate family member
Class B Common Stock 7,795(7) I Held indirectly by spouse
Class B Common Stock 278,101 I Held indirectly by Comax Partners, L.P. (d/b/a The Beechwood Company, L.P.)
Class B Common Stock 3,905 I Held indirectly by The Thomas R. and Frances L. Donahue Grantor Dynasty Trust
Class B Common Stock 72 I Held indirectly by 401(k) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. As a result of the Distribution described in Footnote 2, the number of shares of Federated Investors, Inc. Class B Common Stock held directly by the reporting person increased by 3,386 shares.
2. On or around October 1, 2019, MaxFund Partners, L.P.("MaxFund") distributed shares of Federated Investors Inc. Class B Common Stock to all of its limited partners on a pro-rata basis (the "Distribution"). The Distribution did not involve any public sale of shares. As a result of the Distribution, the number of shares of Federated Investors, Inc. Class B Common Stock held indirectly by the reporting person through MaxFund decreased by 233,860 shares.
3. As a result of the Distribution described in Footnote 2, the number of shares of Federated Investors, Inc. Class B Common Stock held indirectly by the reporting person through The Fran L. Donahue Grantor Trust increased by 27,544 shares.
4. As a result of the Distribution described in Footnote 2, the number of shares of Federated Investors, Inc. Class B Common Stock held indirectly by the reporting person through The Thomas R. Donahue Grantor Trust increased by 37,544 shares.
5. As a result of the Distribution described in Footnote 2, the number of shares of Federated Investors, Inc. Class B Common Stock held indirectly by the reporting person through MaxFund,Inc. increased by 2,000 shares.
6. As a result of the Distribution described in Footnote 2, the number of shares of Federated Investors, Inc. Class B Common Stock held indirectly by the reporting person through an immediate family member increased by 20,000 shares.
7. As a result of the Distribution described in Footnote 2, the number of shares of Federated Investors, Inc. Class B Common Stock held indirectly by the reporting person through his spouse increased by 3,386 shares.
Remarks:
The Power of Attorney dated April 24, 2014 is incorporated herein by reference.
/s/John D. Martini (Attorney-in-Fact) 11/19/2019
** 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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