FEDERATED HERMES, INC. — Director's Dealing 2017

Jul 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FEDERATED INVESTORS INC /PA/ (FII)
CIK: 0001056288
Period of Report: 2017-06-30

Reporting Person: DONAHUE THOMAS R (Director, VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-30	Class B Common Stock	J	1573	—	Disposed	297972	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	645544	Direct
Class B Common Stock	655550	Indirect
Class B Common Stock	72	Indirect
Class B Common Stock	4409	Indirect
Class B Common Stock	82	Indirect
Class B Common Stock	37117	Indirect
Class B Common Stock	37956	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.