CALLAHAN R BRUCE 4

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

Form 4

Period: 2012-02-16

Director

Transactions

Exercise/Conversion
Common Stock
2012-02-16+1,849→ 86,259.307 total
Exercise/Conversion
Restricted Stock Units
2012-02-16−466→ 671 total
Exercise: $0.00→ Common Stock (466 underlying)
Exercise/Conversion
Common Stock
2012-02-16+1,137→ 86,725.307 total
Tax Payment
Restricted Stock Units
2012-02-16−818→ 1,849 total
Exercise: $0.00→ Common Stock (818 underlying)
Exercise/Conversion
Restricted Stock Units
2012-02-16−1,849→ 0 total
Exercise: $0.00→ Common Stock (1,849 underlying)
Tax Payment
Restricted Stock Units
2012-02-16−206→ 1,137 total
Exercise: $0.00→ Common Stock (206 underlying)
Award
Restricted Stock Units
2012-02-16+2,865→ 2,865 total
Exercise: $0.00→ Common Stock (2,865 underlying)

Footnotes (6)

[F1]The restricted stock units ("RSUs") vest in three equal annual installments commencing February 16, 2010. 818 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 1,849 were immediately settled for shares of Issuer's Common Stock.
[F2]Includes shares owned jointly with Reporting Person's spouse.
[F3]Includes shares acquired through dividend reinvestment.
[F4]The RSUs vest in three equal annual installments commencing February 16, 2011. 206 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 466 were immediately settled for shares of Issuer's Common Stock.
[F5]Each RSU represents a contingent right to receive one share of Issuer's Common Stock.
[F6]The RSUs vest in three equal annual installments commencing February 16, 2013. Vested RSUs will be settled in shares of Issuer's Common Stock, or at the Issuer's option, in cash or a combination of the two, upon Reporting Person's termination of Employment/Service from NFP and its Related Entities (as defined in NFP's 2009 Stock Incentive Plan).

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