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 Thomas R.
(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
April 15, 2003
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)
Vice President, Chief Financial Officer, Treasurer
7. Individual or Joint/Group Reporting (Check Applicable Limit)
__X____ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of 2. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature of
Security Date Code (A) or Disposed of (D) Securities Form: Direct Indirect
(Instr. 3) (Mon/day/year) (Instr. 8) (Instr. 3, 4, and 5) Beneficially (D) or Beneficial
Owned at End Indirect (I) Ownership
of Month (Instr. 4) (Instr. 4)
(Instr. 3 and 4)
Code V Amount (A) or Price
(D)
Class B Common 4/15/2003 S 60,000 D $27.875 541,030 (1) D
Stock
Class B Common 1,429 I By Spouse
Stock
Class B Common 272,120 I By
Stock J. Christopher
Donahue as
custodian
for minor
children
Class B Common 4/15/2003 S 20,000 D $27.875 845,550 I By Maxfund
Stock Partners, L.P.
Class B Common 4/15/2003 S 120,000 D $27.875 648,249 I By Daniel
Stock McGrogan as
custodian
for minor
children
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 Derivative Exercisable and
(Instr. 3) Price of (Month/Day/Year) (Instr. 8) 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 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:
(1) Includes 72 shares of Federated Investor's Inc.'s 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/ Kary A. Moore (Attorney in Fact) April 17, 2003
**Signature of Reporting Person Date