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, 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) Vice Chairman, Sec, EVP
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2014
	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	11/14/2014		G(1)	V	7,074(2)	D	(1)	2,075,324	I	Held indirectly by Fairview Partners L.P.
Class B Common Stock	11/14/2014		S(3)		114,143(2)	D	(3)	2,075,324	I	Held indirectly by Fairview Partners L.P.
Class B Common Stock								199,533	I	Held indirectly by 713 Investment Partners, L.P.
Class B Common Stock								942,695	I	Held indirectly by John W. McGonigle Revocable Trust
Class B Common Stock								357,305	I	Held indirectly by Mary Ita McGonigle Revocable Trust

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. The reported securities are held by Fairview Partners, 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 November 14, 2014, the reporting person and his wife gifted partnership interest to their children and grandchildren. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Fairview Partners except to the extent of his pecuniary interest therein. This transaction did not involve any public sale of shares.

2. The number of shares of Federated Investors, Inc. Class B Common Stock set forth above is an estimate since the percentage partnership interest in Fairview Partners, L.P. is subject to an independent valuation of the assets of Fairview Partners, L.P.

3. The reported securities are held by Fairview Partners, 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 November 14, 2014, the reporting person and his wife sold a 5.5% interest in Fairview Partners, L.P. to The John W. and Mary Ita McGonigle Grantor Dynasty Trust established for the benefit of the reporting person's Descendants. The interest was sold in exchange for a note, equal to the value of the 5.5% partnership interest and was done for family wealth transfer purposes. The Federated Investors, Inc. Class B Common Stock held by Fairview Partners, L.P. was valued at $31.19 per share on the date of the transaction. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Fairview Partners, L.P. 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 April 24, 2014 is filed herewith.

	/s/ John D. Martini (Attorney-in-fact)	11/18/2014
	** 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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