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*
TUCKER KEITH A
(Last) (First) (Middle)
6300 LAMAR AVENUE
(Street)
OVERLAND PARK KS 66202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WADDELL & REED FINANCIAL INC [ WDR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2003
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 A Common 08/01/2003 F 25,758 D $25.43 1,638,530 I Personal Corporation
Class A Common 08/01/2003 M 51,121 A $8.2751 1,689,651 I Personal Corporation
Class A Common 08/01/2003 F 66,001 D $25.43 1,623,650 I Personal Corporation
Class A Common 08/01/2003 M 96,000 A $14.625 1,719,650 I Personal Corporation
Class A Common 08/01/2003 F 13,991 D $25.43 1,705,659 I Personal Corporation
Class A Common 08/01/2003 M 19,760 A $15.3333 1,725,419 I Personal Corporation
Class A Common 08/01/2003 F 62,208 D $25.43 1,663,211 I Personal Corporation
Class A Common 08/01/2003 M 82,792 A $16.8333 1,746,003 I Personal Corporation
Class A Common 08/01/2003 F 228,919 D $25.43 1,517,084 I Personal Corporation
Class A Common 08/01/2003 M 291,566 A $18 1,808,650 I Personal Corporation
Class A Common 08/04/2003 G(1) V 72,284 D $0 0 D
Class A Common 08/04/2003 G(1) V 72,284 A $0 72,284(2) I Family Partnership
Class A Common 35,400 I IRA
Class A Common 27,042.381(3) I 401(k)
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
NQSO (Right to Buy) $8.2751 08/01/2003 M 51,121 01/31/1999(4) 01/30/2008 Class A Common 51,121 $0 204,484 I Living Trust
NQSO (Right to Buy) $14.625 08/01/2003 M 13,950 12/16/1999(4) 12/15/2009 Class A Common 13,950 $0 83,700 I Living Trust
NQSO (Right to Buy) $14.625 08/01/2003 M 82,050 12/16/2000(5) 12/17/2008 Class A Common 82,050 $0 0 I Living Trust
NQSO (Right to Buy) $15.3333 08/01/2003 M 19,760 03/04/1999(4) 03/03/2009 Class A Common 19,760 $0 98,800 I Living Trust
NQSO (Right to Buy) $16.8333 08/01/2003 M 72,000 12/10/2001(5) 12/11/2009 Class A Common 72,000 $0 72,000 I Living Trust
NQSO (Right to Buy) $16.8333 08/01/2003 M 10,792 12/10/2000(4) 12/09/2010 Class A Common 10,792 $0 75,537 I Living Trust
NQSO (Right to Buy) $18 08/01/2003 M 12,080 02/01/2003 12/15/2009 Class A Common 12,080 $0 0 I Living Trust
NQSO (Right to Buy) $18 08/01/2003 M 17,667 02/01/2003 03/03/2009 Class A Common 17,667 $0 0 I Living Trust
NQSO (Right to Buy) $18 08/01/2003 M 71,043 02/01/2003 12/17/2008 Class A Common 71,043 $0 0 I Living Trust
NQSO (Right to Buy) $18 08/01/2003 M 10,293 02/01/2003 12/09/2010 Class A Common 10,293 $0 0 I Living Trust
NQSO (Right to Buy) $18 08/01/2003 M 68,662 02/01/2003 12/11/2009 Class A Common 68,662 $0 0 I Living Trust
NQSO (Right to Buy) $18 08/01/2003 M 80,461 02/01/2003 03/05/2008 Class A Common 80,461 $0 0 I Living Trust
NQSO (Right to Buy) $18 08/01/2003 M 31,360 02/01/2003 01/30/2008 Class A Common 31,360 $0 0 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 25,758 02/01/2004 01/30/2008 Class A Common 25,758 $0 25,758 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 9,591 02/01/2004 12/15/2009 Class A Common 9,591 $0 9,591 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 56,410 02/01/2004 12/17/2008 Class A Common 56,410 $0 56,410 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 13,991 02/01/2004 03/03/2009 Class A Common 13,991 $0 13,991 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 54,099 02/01/2004 12/11/2009 Class A Common 54,099 $0 54,009 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 8,109 02/01/2004 12/09/2010 Class A Common 8,109 $0 8,109 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 9,485 02/01/2004 12/15/2009 Class A Common 9,485 $0 9,485 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 13,872 02/01/2004 03/03/2009 Class A Common 13,872 $0 13,872 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 55,778 02/01/2004 12/17/2008 Class A Common 55,778 $0 55,778 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 8,082 02/01/2004 12/09/2010 Class A Common 8,082 $0 8,082 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 53,908 02/01/2004 12/11/2009 Class A Common 53,908 $0 53,908 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 63,172 02/01/2004 03/05/2008 Class A Common 63,172 $0 63,172 I Living Trust
NQSO (Right to Buy) $25.43 08/01/2003 A 24,622 02/01/2004 01/30/2008 Class A Common 24,622 $0 24,622(6) I Living Trust
Explanation of Responses:
1. Transfer of shares to family limited partnership of which Mr. Tucker is the sole general partner.
2. Mr. Tucker disclaims beneficial ownership of Company stock held by family partnership except to the extent of his pecuniary interest therein.
3. Units (which include stock and cash reserves) representing Mr. Tucker's interest in the Company's 401(k) Plan stock fund.
4. Vests 10% per year beginning on first anniversary of grant date.
5. Vests in 1/3 increments beginning on second anniversary of grant date.
6. Following the above reported transactions, Mr. Tucker owns, in the aggregate, a remaining 2,531,935 options outstanding with various exercise prices and grant, vesting and expiration dates.
Remarks:
Keith A. Tucker 08/05/2003
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.