THRESHER MARK R 4

4 · NATIONWIDE FINANCIAL SERVICES INC/ · Filed Feb 3, 2009

Form 4

Period: 2009-01-01

President-Chief Operating Ofcr

Transactions

Disposition to Issuer
Class A common stock
[F1]
2009-01-01$52.25/sh−36,630.337$1,913,935→ 0 total
Disposition to Issuer
Stock option to buy
[F2]
2009-01-01$4.13/sh−11,250$46,406→ 0 total
Exercise: $48.13From: 2009-01-01Exp: 2009-01-01→ Class A common stock (11,250 underlying)
Disposition to Issuer
Stock option to buy
[F2]
2009-01-01$9.62/sh−6,250$60,125→ 0 total
Exercise: $42.63From: 2009-01-01Exp: 2009-01-01→ Class A common stock (6,250 underlying)
Disposition to Issuer
Stock option to buy
[F2]
2009-01-01$11.41/sh−5,785$66,007→ 0 total
Exercise: $40.84From: 2009-01-01Exp: 2009-01-01→ Class A common stock (5,785 underlying)
Disposition to Issuer
Stock option to buy
[F2]
2009-01-01$7.04/sh−18,676$131,479→ 0 total
Exercise: $45.21From: 2009-01-01Exp: 2009-01-01→ Class A common stock (18,676 underlying)
Disposition to Issuer
Stock option to buy
[F2]
2009-01-01$14.22/sh−43,210$614,446→ 0 total
Exercise: $38.03From: 2009-01-01Exp: 2009-01-01→ Class A common stock (43,210 underlying)
Disposition to Issuer
Stock option to buy
[F2]
2009-01-01$15.21/sh−45,158$686,853→ 0 total
Exercise: $37.04From: 2009-01-01Exp: 2009-01-01→ Class A common stock (45,158 underlying)
Disposition to Issuer
Stock option to buy
[F2]
2009-01-01$9.60/sh−48,805$468,528→ 0 total
Exercise: $42.65From: 2009-01-01Exp: 2009-01-01→ Class A common stock (48,805 underlying)

Footnotes (2)

[F1]Pursuant to the Agreement and Plan of Merger between Nationwide Mutual Insurance Company, Nationwide Corporation, NWM Merger Sub, Inc. and Nationwide Financial Services, Inc. (NFS) dated August 6, 2008 (the Merger Agreement), Nationwide Mutual Insurance Company agreed to purchase all of the outstanding shares of NFS Class A common stock that it did not already own for $52.25 per share.
[F2]Pursuant to the Merger Agreement, Nationwide Mutual Insurance Company agreed to pay $52.25 per option less the exercise price of each option for all outstanding options with an exercise price not in excess of $52.25. Upon closing of the merger on January 1, 2009, all outstanding options were cancelled in favor of the payment described above.

Signature

Robert W. Horner, III for Mark R. Thresher|2009-02-03

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