SANDERS DON A 4

4 · EDELMAN FINANCIAL GROUP INC. · Filed Sep 20, 2012

Form 4

Period: 2012-09-20

DirectorVice Chairman

Transactions

Other
Common Stock
2012-09-20$8.85/sh−1,036,301$9,171,264→ 951,549 total
Other
Common Stock
2012-09-20$8.85/sh−52,164$461,651→ 0 total(indirect: By Trust)
Other
Common Stock
2012-09-20$8.85/sh−951,549$8,421,209→ 0 total
Disposition to Issuer
Restricted Stock Units
2012-09-20−51,732→ 0 total
Exercise: $8.85→ Common Stock (16,512 underlying)
Disposition to Issuer
Restricted Stock Units
2012-09-20−33,022→ 0 total
Exercise: $8.85→ Common Stock (33,022 underlying)

Footnotes (8)

[F1]Mr. Sanders disclaims beneficial ownership of these shares.
[F2]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
[F3]The restricted stock units, which provide for vesting 25% on the date of grant, 50% on March 7, 2012, 75% on March 7, 2013, and 100% on March 7, 2014, were canceled in connection with the merger in exchange for a chash payment of $8.85 per share.
[F4]The restricted stock units were issued pursuant to the Issuer's 2010 Executive and Key Manager Restricted Stock Unit Sub-Plan.
[F5]The restricted stock units were issued pursuant to the Issuer's 2011 Executive and Key Manager Restricted Stock Unit Sub-Plan.
[F6]The restricted stock units, which provide for vesting 25% on the date of grant, 50% on March 7, 2011, 75% on March 7, 2012, and 100% on March 7, 2013, were canceled in connection with the merger in exchange for a chash payment of $8.85 per share.
[F7]Disposed in connection with merger agreement among The Edelman Financial Group Inc., Summer Holdings II, Inc., and Summer Merger Sub, Inc. Shares were contributed to Lee Summer, LP at a value of $8.85 per share.
[F8]Disposed pursuant to merger agreement among The Edelman Financial Group Inc., Summer Holdings II, Inc., and Summer Merger Sub, Inc in exchange for $8.85 in cash per share.

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