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*
Frantzen Henry A.
(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
2/2001
5. IF AMENDMENT, DATE OF ORIGINAL (MONTH/YEAR)
6. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER
(CHECK ALL APPLICABLE)
________ Director ________ 10% Owner
____X___ Officer (give title below) ________ Other (specify below)
EXECUTIVE VICE PRESIDENT AND CHIEF INVESTMENT OFFICER - GLOBAL EQUITY AND
FIXED INCOME OF FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP., PASSPORT RESEARCH
LIMITED, FEDERATED INVESTMENT COUNSELING AND FEDERATED INVESTMENT MANAGEMENT
COMPANY.
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 of
Security Transaction Transaction (A) or Disposed of Securities Form: Direct Indirect
(Instr. 3) Date Code (D) (Instr. 3, 4, Beneficially (D) or Beneficial
(Mon/day/year)(Instr. 8) and 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 3/6/2001 M 25,000 A $1.2867
Stock
Class B Common 3/6/2001 S 25,000 D $27.2643
Stock
Class B Common 3/8/2001 M 27,000 A $1.2867
Stock
Class B Common 3/8/2001 S 27,000 D $27.0000
Stock
Class B Common 3/8/2001 M 50,000 A $1.2867
Stock
Class B Common 3/8/2001 S 50,000 D $27.2901
Stock
Class B Common 3/20/2001 M 99,900 A $1.2867
Stock
Class B Common 3/20/2001 S 99,900 D $27.0017
Stock
Class B Common 3/20/2001 M 50,000 A $1.2867
Stock
Class B Common 3/20/2001 S 50,000 D $27.4000
Stock
Class B Common 3/20/2001 M 30,000 A $1.2867
Stock
Class B Common 3/20/2001 S 30,000 D $27.217300,004 D
Stock
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. 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
Employee Stock $1.2867 3/6/2001 M 25,000 12/31/20012/31/2001
Options
(Right to purchase)
Employee Stock $1.2867 3/8/2001 M 27,000 12/31/20012/31/2001
Options
(Right to purchase)
Employee Stock $1.2867 3/8/2001 M 50,000 12/31/20012/31/2001
Options
(Right to purchase)
Employee Stock $1.2867 3/20/2001 M 99,900 12/31/20012/31/2001
Options
(Right to purchase)
Employee Stock $1.2867 3/20/2001 M 50,000 12/31/20012/31/2001
Options
(Right to purchase)
Employee Stock $1.2867 3/20/2001 M 30,000 12/31/20012/31/2001
Options
(Right to purchase)
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
Class B 25,000
Common Stock
Class B 27,000
Common Stock
Class B 50,000
Common Stock
Class B 99,900
Common Stock
Class B 50,000
Common Stock
Class B 30,000 390,000 D
Common Stock
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/ HENRY A. FRANTZEN APRIL 10, 2001
-------------------------------- -----------------------
**Signature of Reporting Person Date