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* MCGONIGLE JOHN W (Last) (First) (Middle) FEDERATED INVESTORS TOWER 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) Vice Chairman, Sec, EVP
	3. Date of Earliest Transaction (Month/Day/Year) 03/04/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	03/04/2013		G	V	24,154	D	$0	0	D
Class B Common Stock	03/04/2013		G	V	24,154	A	$0	180,342	I	Held indirectly by 713 Investment Partners, L.P.
Class B Common Stock	05/06/2013		G	V	25	D	$0	180,317	I	Held indirectly by 713 Investment Partners, L.P.
Class B Common Stock	07/29/2013		J(1)(2)		68,315	D	$29.25	0	I	Held indirectly by Grantor Trust for Kevin McGonigle
Class B Common Stock	07/29/2013		J(1)(2)		68,315	D	$29.25	0	I	Held indirectly by Grantor Trust for Christine Newcamp
Class B Common Stock	07/29/2013		J(1)(2)		68,315	D	$29.25	0	I	Held indirectly by Grantor Trust for Michael McGonigle
Class B Common Stock	07/29/2013		J(1)(2)		942,695	A	$29.25	942,695	I	Held indirectly by John W. McGonigle Revocable Trust
Class B Common Stock	07/29/2013		J(1)(2)		357,305	A	$29.25	357,305	I	Held indirectly by Mary Ita McGonigle Revocable Trust
Class B Common Stock								2,075,324(1)(2)	I	Held indirectly by Fairview Partners L.P.

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. Fairview Partners L.P. ("Fairview") is a limited partnership of which 713 Investment Corp. is the sole general partner. Mr. McGonigle and his wife are shareholders and directors of 713 Investment Corp. On July 29, 2013, five limited partners of Fairview (including the Grantor Trust for Kevin McGonigle, the Grantor Trust for Christine Newcamp and the Grantor Trust for Michael McGonigle (collectively, the "Family Trusts")) redeemed a portion of their limited partnership interests in Fairview in exchange for a total of 1,300,000 shares of FII Class B Common Stock. Mr. McGonigle's spouse serves as co-trustee of the Family Trusts, each of which benefits members of Mr. McGonigle's immediate family.

2. Immediately following this redemption of limited partnership interests in Fairview (See Footnote 1), the Family Trusts, as well as the additional two limited partners of Fairview that redeemed limited partnership interests, tendered shares of FII to the John W. McGonigle Revocable Trust and the Mary Ita McGonigle Revocable Trust to partially satisfy outstanding promissory notes. Mr. McGonigle was not one of the five limited partners who redeemed shares. The reporting person disclaims beneficial ownership of the FII Class B Common Stock held by Fairview except to the extent of his pecuniary interest therein. This transaction did not involve any public sale of shares.

Remarks:

The Power of Attorney dated June 19, 2012 is incorporated by reference.

	/s/ John D. Martini (Attorney-in-fact)	07/31/2013
	** 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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