BARTON STANCIL E 4

4 · NATIONAL FINANCIAL PARTNERS CORP · Filed Feb 21, 2012

Form 4

Period: 2012-02-16

EVP, GC, SEC'Y & CCO

Transactions

Exercise/Conversion
Restricted Stock Units
2012-02-16−13,569→ 0 total
Exercise: $0.00→ Common Stock (13,569 underlying)
Award
Restricted Stock Units
2012-02-16+12,732→ 12,732 total
Exercise: $0.00→ Common Stock (12,732 underlying)
Exercise/Conversion
Restricted Stock Units
2012-02-16−4,073→ 5,539 total
Exercise: $0.00→ Common Stock (4,073 underlying)
Exercise/Conversion
Restricted Stock Units
2012-02-16−3,198→ 8,698 total
Exercise: $0.00→ Common Stock (3,198 underlying)
Exercise/Conversion
Common Stock
2012-02-16+3,198→ 61,330.849 total
Sale
Common Stock
2012-02-16$16.00/sh−8,000$128,000→ 53,330.849 total
Tax Payment
Restricted Stock Units
2012-02-16−4,881→ 13,569 total
Exercise: $0.00→ Common Stock (4,881 underlying)
Tax Payment
Restricted Stock Units
2012-02-16−1,151→ 11,896 total
Exercise: $0.00→ Common Stock (1,151 underlying)
Exercise/Conversion
Common Stock
2012-02-16+13,569→ 54,059.849 total
Exercise/Conversion
Common Stock
2012-02-16+4,073→ 58,132.849 total
Tax Payment
Restricted Stock Units
2012-02-16−1,466→ 9,612 total
Exercise: $0.00→ Common Stock (1,466 underlying)

Footnotes (7)

[F1]The restricted stock units ("RSUs") vest in three equal annual installments commencing February 16, 2010. 4,881 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 13,569 were immediately settled for shares of Issuer's Common Stock.
[F2]Includes shares acquired through participation in Issuer's Employee Stock Purchase Plan.
[F3]Includes shares acquired through dividend reinvestment.
[F4]The RSUs vest in three equal annual installments commencing February 16, 2011. 1,466 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 4,073 were immediately settled for shares of Issuer's Common Stock.
[F5]The RSUs vest in three equal annual installments commencing February 16, 2012. 1,151 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 3,198 were immediately settled for shares of Issuer's Common Stock.
[F6]Each RSU represents a contingent right to receive one share of Issuer's Common Stock.
[F7]The RSUs vest in three equal annual installments commencing February 16, 2013. Once vested, RSUs are immediately payable in shares of Issuer's Common Stock, or at the Issuer's option, in cash or a combination of the two.

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