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*
McGonigle John W.
(Last) (First) (Middle)
c/o Federated Investors, Inc.
Federated Investors Tower
(Street)
Pittsburgh PA 15222-3779
(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
August 2002
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
____X____ Director ________ 10% Owner
____X____ Officer (give title below) ________ Other (specify below)
Secretary, Executive Vice President, Chief Legal Officer
7. Individual or Joint/Group Filing (Check Applicable Limit)
___X___ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of 2. 3. 4. Securities Acquired 5. Amount of 6. 7. Nature of
Security Transaction Transaction (A) or Disposed of (D) Securities Ownership Indirect
(Instr. 3) Date Code (Instr. 3, 4, and 5) Beneficially Form: Beneficial
(Mon/day/year)(Instr. 8) Owned at End of Direct (D) Ownership
Month (Instr. 3 or (Instr. 4)
and 4) Indirect
(I)
(Instr. 4)
Code V Amount (A) or Price
(D)
Class B Common 8/19/2002 S 50,000 D $29.7598
Stock
8/20/2002 S 25,000 D $29.8566
8/22/2002 S 25,000 D $30.039 5,048,784 I By Fairview
Partners
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 (Instr. Derivative Exercisable and
(Instr. 3) Price of Date 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
Exercisable Expiration
Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative derivative Securities Form of Indirect Beneficial
(Instr. 3 and 4) Security Beneficially Owned at Derivative Ownership
(Instr. 5) End of Month (Instr. 4) Security: Direct (Instr. 4)
(D) or indirect
(I)
(Instr. 4)
Title Amount or
Number of
Shares
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/ John W. McGonigle September 10, 2002
-------------------------------- -----------------------
**Signature of Reporting Person Date