FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCGONIGLE JOHN W 		2. Issuer Name and Ticker or Trading Symbol

FEDERATED INVESTORS INC /PA/ [ FII ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice-Chairman, Sec, EVP
(Last)          (First)          (Middle)

FEDERATED INVESTORS, INC., 1001 LIBERTY AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/2/2016
(Street)

PITTSBURGH, PA 15222-3779
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ 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 Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock   5/2/2016     G (1)   V 730   D   (1) 1954878   I   Held indirectly by Fairview Partners, L.P.  
Class B Common Stock                  234873   I   Held indirectly by 713 Investment Partners, L.P.  
Class B Common Stock                  942675   I   Held indirectly by John W. McGonigle Revocable Trust  
Class B Common Stock                  357305   I   Held indirectly by Mary Ita McGonigle Revocable Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The reported securities were held by Fairview Partners, a limited partnership ("Fairview Partners, L.P.") of which 713 Investment Corp. (subsequently renamed Fairview Investment Corp.) was the sole general partner. Mr. McGonigle and his wife were shareholders and directors of 713 Investment Corp. On May 2, 2016, the reporting person and his wife gifted their entire interest in 713 Investment Corp. to their children, grandchildren and descendants and resigned as shareholders and directors of 713 Investment Corp. Therefore, the reporting person will have no reporting obligation for Fairview Partners, L.P. in subsequent reports. The reporting person disclaims beneficial ownership of the Federated Investors, Inc. Class B Common Stock held by Fairview Partners, L.P. except to the extent of his pecuniary interest therein. This transaction did not involve any public sale of shares.

Remarks:
The Power of Attorney dated April 24, 2014 is incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCGONIGLE JOHN W
FEDERATED INVESTORS, INC.
1001 LIBERTY AVENUE
PITTSBURGH, PA 15222-3779 		X
Vice-Chairman, Sec, EVP

Signatures
/s/John D. Martini (Attorney-in-fact) 11/4/2016
** Signature of Reporting Person Date


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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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