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/Year
December 2001
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. 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 Beneficially (D) or Beneficial
(Mon/day/year)(Instr. 8) 5) 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 12/26/01 G V 483 A
Stock
Class B Common 12/26/01 G(1) V 9,324 D
Stock
Class B Common 12/26/01 G(2) V 33,333 D
Stock
Class B Common 12/26/01 G(3) V 1,332 D 5,381,165 D
Stock
Class B Common 12/26/01 G(2) V 33,333 A
Stock
Class B Common 12/26/01 G V 644 A 33,977 I By Spouse
Stock
Class B Common 12/26/01 G(1) V 1,332 A 1,655,200 I By Thomas
Stock Donahue as
custodian
for minor
children
Class B Common 12/26/01 G(1) V 998 A 1,265,624 I By power of
Stock attorney
Class B Common 12/26/01 G(3) V 998 A 876,382 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, covertible
securities)
1. Title of 2. Conversion 3. 4. Transaction 5. Number of 6. Date
Derivative Security or Exercise Transaction Code (Instr. 8) Derivative Exercisable and
(Instr. 3) Price of Date 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
ExercisableExpiration
Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form of 11.
Underlying Securities Derivative derivative Securities Derivative Security: Direct Nature
(Instr. 3 and 4) Security Beneficially Owned at (D) or indirect (I) of
(Instr. 5) End of Month (Instr. 4) (Instr. 4) Indirect
Beneficial
Ownership
(Instr.
4)
Title Amount or
Number of
Shares
Explanation of Responses:
(1) Represents the aggregate amount of several gifts.
(2) Gift to spouse.
(3) Gifts to children sharing reporting person's household.
** 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 January 10, 2002
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**Signature of Reporting Person Date