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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2004
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 08/02/2004 F 29,585 D $19.37 1,651,349 I Personal Corporation
Class A Common 08/02/2004 M 51,121 A $8.2751 1,702,470 I Personal Corporation
Class A Common 08/02/2004 F 11,437 D $19.37 1,691,033 I Personal Corporation
Class A Common 08/02/2004 M 13,950 A $14.625 1,704,983 I Personal Corporation
Class A Common 08/02/2004 F 16,733 D $19.37 1,688,250 I Personal Corporation
Class A Common 08/02/2004 M 19,760 A $15.3333 1,708,010 I Personal Corporation
Class A Common 08/02/2004 F 65,066 D $19.37 1,642,944 I Personal Corporation
Class A Common 08/02/2004 M 72,000 A $16.8333 1,714,944 I Personal Corporation
Class A Common 08/02/2004 F 9,752 D $19.37 1,705,192 I Personal Corporation
Class A Common 08/02/2004 M 10,791 A $16.8333 1,715,983 I Personal Corporation
Class A Common 75,000 I Personal Trust
Class A Common 200,000 I Family Partnership
Class A Common 35,400 I IRA
Class A Common 28,700.4497(1) I 401(k) Units
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 08/02/2004 M 51,121 01/31/1998(2) 01/30/2008 Class A Common 51,121 $0 153,363 I Personal Trust
NQSO (Right to Buy) $14.625 08/02/2004 M 13,950 12/16/1999(2) 12/15/2009 Class A Common 13,950 $0 69,750 I Personal Trust
NQSO (Right to Buy) $15.3333 08/02/2004 M 19,760 03/04/1999(2) 03/03/2009 Class A Common 19,760 $0 79,040 I Personal Trust
NQSO (Right to Buy) $16.8333 08/02/2004 M 72,000 12/10/2001(3) 12/11/2009 Class A Common 72,000 $0 0 I Personal Trust
NQSO (Right to Buy) $16.8333 08/02/2004 M 10,791 12/10/2000(2) 12/09/2010 Class A Common 10,791 $0 64,746 I Personal Trust
NQSO (Right to Buy) $19.37 08/02/2004 A 29,585 02/02/2005 01/30/2008 Class A Common 29,585 $0 29,585 I Personal Trust
NQSO (Right to Buy) $19.37 08/02/2004 A 11,437 02/02/2005 12/15/2009 Class A Common 11,437 $0 11,437 I Personal Trust
NQSO (Right to Buy) $19.37 08/02/2004 A 16,733 02/02/2005 03/03/2009 Class A Common 16,733 $0 16,733 I Personal Trust
NQSO (Right to Buy) $19.37 08/02/2004 A 65,066 02/02/2005 12/11/2009 Class A Common 65,066 $0 65,066 I Personal Trust
NQSO (Right to Buy) $19.37 08/02/2004 A 9,752 02/02/2005 12/09/2010 Class A Common 9,752 $0 9,752(4) I Personal Trust
Explanation of Responses:
1. Units (which include stock and cash reserves) representing Mr. Tucker's interest in the Company's 401(k) Plan unitized stock fund as of August 16, 2004.
2. Vests 10% per year beginning on first anniversary of grant date.
3. Vest in 1/3 increments beginning on second anniversary of grant date.
4. Following the above reported transactions, Mr. Tucker owns, in the aggregate, a remaining 2,496,886 options outstanding with various exercise prices and grant, vesting and expiration dates.
Remarks:
Keith A. Tucker 08/17/2004
** 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.