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 C.
(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
November 25, 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)
President and Chief Executive 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. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature
Security Date Code (A) or Disposed of Securities Form: Direct of Indirect
(Instr. 3) (Mon/day/year) (Instr. 8) (D) (Instr. 3, 4, and 5) Beneficially (D) or Beneficial
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 4,836,650 (1) D
Stock
Class B Common 29,642 I By Spouse
Stock
Class B Common 829,546 I By Thomas
Stock Donahue as
custodian
for minor
children
Class B Common 1,269,486 I By children
Stock sharing
household
Class B Common 1,269,486 I By power of
Stock attorney
Class B Common 439,940 I By Daniel
Stock McGrogan as
custodian
for minor
children
Class B Common 11/25/2002 J(2) 4,973 A 5,075 I Tiger
Stock Investment
Management,
LLC
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, covertible 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)
Code V (A) (D) Date Expiration
Exercisable Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form of 11. Nature of
Underlying Securities Derivative derivative Securities Derivative Security: Direct 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 136,524 shares of Federated Investors, Inc. Class B Common Stock
held in Federated's Profit Sharing/401(k) plan.
(2) Due to a restructuring of Tiger Investment Management LLC, Mr. Donahue's
indirect beneficial ownership increased by 4,973 shares.
** 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/ J. Christopher Donahue March 11, 2003
**Signature of Reporting Person Date