X0306 4 2017-06-30 0 0001056288 FEDERATED INVESTORS INC /PA/ FII 0001061438 DONAHUE THOMAS R 1001 LIBERTY AVENUE FEDERATED INVESTORS, INC. PITTSBURGH PA 15222-3779 1 1 0 0 VP, CFO & Treasurer Class B Common Stock 2017-06-30 4 J 0 1573 0 D 297972 I Held indirectly by The Beechwood Company, L.P. Class B Common Stock 645544 D Class B Common Stock 655550 I Held indirectly by MaxFund Partners, L.P. Class B Common Stock 72 I Held indirectly by 401(k) Plan Class B Common Stock 4409 I Held indirectly by spouse Class B Common Stock 82 I Held indirectly by AWOL, Inc. Class B Common Stock 37117 I Held indirectly by J. Christopher Donahue as Custodian for minor children Class B Common Stock 37956 I Held indirectly by immediate family member The described transaction did not involve any public sale of shares and was done for family governance purposes. On June 30, 2017, The Beechwood Company, L.P. ("Beechwood") transferred shares of Federated Investors, Inc. Class B Common Stock to Richmond Farm, L.P. as part of a support agreement. Beechmax, Inc. ("Beechmax") is the sole general partner of Beechwood and the reporting person is a shareholder of Beechmax. The reporting person has a limited partnership interest in Beechwood. As a result of the transaction, the number of shares of Federated Investors, Inc. Class B Common Stock in which the reporting person has an indirect interest due to his limited partnership interest in Beechwood will decrease by the amount indicated in Box 4. The shares of Federated Investors, Inc. Class B Common Stock reported represent the reporting person's proportional beneficial interest (through his voting interest in the general partner) as shareholder of the general partner in shares of issuer securities held by Beechwood. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Beechwood except to the extent of his pecuniary interest therein. The reporting person no longer has a reportable beneficial interest in 152,178 shares of Federated Investors, Inc. Class B Common Stock owned by his son and included in the reporting person's prior ownership reports. The reporting person continues to have a reportable beneficial interest in 37,956 shares of Federated Investors, Inc. Class B Common Stock owned by his daughter. The Power of Attorney dated April 24, 2014 is incorporated herein by reference. /s/John D. Martini (Attorney-in-Fact) 2017-07-05