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,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f)
of the Investment Company Act of 1940
FORM 4
/ / Check this box if no longer subject to Section 16, Form 4 or Form 5
obligations may continue. See Instruction 1(b)
(Print or Type Responses)
1. Name and Address of Reporting Person*
Murdy James L.
(Last) (First) (Middle)
2670 Merry Oak Lane
(Street)
Upper St. Clair PA 15241
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Federated Investors, Inc. FII
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
February 2002
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
___X_____ Director ________ 10% Owner
-
___ _____ Officer (give title below) ________ Other (specify below)
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7. Individual or Joint/Group Reporting (Check Applicable Limit)
___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 2. 3. 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature
Security Transaction Transaction (A) or Disposed of Securities Form: Direct of Indirect
(Instr. 3) Date Code (D) (Instr. 3, 4, and Beneficially (D) or Beneficial
(Mon/day/year)(Instr. 8) 5) Owned at End of Indirect (I) Ownership
Month (Instr. 4) (Instr. 4)
(Instr. 3 and 4)
Code V Amount (A) or Price
(D)
Class B Common 2/11/2002 M 7,500 A $12.66
Stock
Class B Common 2/11/2002 M 2,250 A $11.00
Stock
Class B Common 2/11/2002 M 2,250 A $17.75
Stock
Class B Common 2/11/2002 S 8,150 D $32.39 8,350 D
Stock
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).
FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conversion 3. 4. Transaction 5. Number of 6. Date
Derivative Security or Exercise Transaction Code Derivative Exercisable and
(Instr. 3) Price of Date (Instr. 8) Securities Expiration Date
Derivative (Month/Day/Year) Acquired (A) or (Month/Day/Year)
Security Disposed of (D)
(Instr. 3, 4,
and 5)
Code V (A) (D) Date
ExercisableExpiration
Date
Employee Stock $12.66 2/11/2002 M 7,500 8/31/20018/30/2008
Option (Right to
purchase)
Employee Stock $11.00 2/11/2002 M 2,250 5/17/99 5/17/2009
Option (right to
purchase)
Employee Stock $17.75 2/11/2002 M 2,250 4/26/20004/26/2010
Option (right to
purchase)
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative derivative Form of Indirect Beneficial
(Instr. 3 and 4) Security Securities Derivative Ownership
(Instr. 5) Beneficially Owned Security: (Instr. 4)
at End of Month Direct (D) or
(Instr. 4) indirect (I)
(Instr. 4)
Title Amount or
Number of
Shares
Class B 7,500 0
Common Stock
Class B Common 2,250 0
Stock
Class B Common 2,250 0
Stock
Explanation of Responses:
** 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. Potential persons who
are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.
/s/ James L. Murdy March 8, 2002
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**Signature of Reporting Person Date