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 J CHRISTOPHER (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-30	Class B Common Stock	G	1	—	Acquired	458385	Indirect
2017-06-30	Class B Common Stock	J	710	—	Disposed	297972	Indirect
2017-06-30	Class B Common Stock	J	9439	—	Acquired	1024785	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1684920	Direct
Class B Common Stock	5819	Indirect
Class B Common Stock	5819	Indirect
Class B Common Stock	592766	Indirect
Class B Common Stock	82	Indirect
Class B Common Stock	569880	Indirect

Footnotes

F1: Richmond Farm, LLC ("Richmond LLC") is the sole general partner of Richmond Farm, L.P. ("Richmond L.P."). The John F. and Rhodora J. Donahue New Richmond Farm Trust, of which the reporting person is a trustee, was gifted a majority of the voting shares of Richmond LLC. 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 interest in Richmond L.P. through Richmond LLC will increase by the amount indicated in Box 4.

F2: The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Richmond Farm L.P. except to the extent of his pecuniary interest therein.

F3: 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.

F4: 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.

F5: 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.

F6: As described in Footnote 3, Richmond L.P. received shares of Federated Investors, Inc. Class B Common Stock as part of a support agreement. Richmond LLC is the sole general partner of Richmond L.P. and the reporting person is a member of Richmond LLC and a trustee of The John F. and Rhodora J. Donahue New Richmond Farm Trust, which holds a majority of the voting shares of Richmond LLC.

F7: 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 interest in Richmond L.P. through Richmond LLC will increase by the amount indicated in Box 4.