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*
Donahue John F.
(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/Day/Year
February 19, 2003
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
___X_____ Director ____X____ 10% Owner
___X_____ Officer (give title below) ________ Other (specify below)
Chairman
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. Ownership 7. Nature
Security Transaction Transaction (A) or Disposed of Securities Form: Direct of Indirect
(Instr. 3) Date Code (D) (Instr. 3, 4, and 5) Beneficially (D) or Beneficial
(Mon/day/year)(Instr. 8) Owned at End of Indirect (I) Ownership
Month (Instr. 3 (Instr. 4) (Instr. 4)
and 4)
Code V Amount (A) or Price
(D)
Class B Common 489,294 (1) D
Stock
Class B Common 2/19/2003 S 301,000 D $24.50 3,738,438 I By Comax
Stock Partners
Limited
Partnership
Class B Common 87,558 I By Bay Road
Stock Partners
Class B Common 288,574 I By Shamrock
Stock Properties, Inc.
Class B Common 2/19/2003 S 100,000 D $24.50 5,601,750 I By The
Stock Beechwood Company
Class B Common 2/19/2003 S 99,000 D $24.50 338,000 I By Richmond
Stock Farm Realty Trust
Class B Common 14,101 I AWOL, Inc.
Stock
Class B Common 20,810 I Oyster Bay
Stock Property, Inc.
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. Transaction 4. Transaction 5. Number of 6. Date
Derivative Security or Exercise Date Code (Instr. 8) Derivative Exercisable and
(Instr. 3) Price of (Month/Day/Year) Securities Expiration Date
Derivative Acquired (A) or (Month/Day/Year)
Security Disposed of (D)
(Instr. 3, 4, and 5) Date Expiration
Code V (A) (D) Exercisable Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form of 11. Nature
Underlying Securities Derivative derivative Securities Derivative Security: Direct of Indirect
(Instr. 3 and 4) Security Beneficially Owned at (D) or indirect (I) Beneficial
(Instr. 5) End of Month (Instr. 4) (Instr. 4) Ownership
(Instr. 4)
Title Amount or
Number of
Shares
Explanation of Responses:
(1) Includes 308,661 shares of Federated Investors, Inc. Class B Common Stock
held in Federated's Profit Sharing/401(k) Plan
*** 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 F. Donahue February 20, 2003
***Signature of Reporting Person Date