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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCHNEIDER BRETT 		2. Issuer Name and Ticker or Trading Symbol

NATIONAL FINANCIAL PARTNERS CORP [ NFP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Controller
(Last)          (First)          (Middle)

NATIONAL FINANCIAL PARTNERS CORP., 340 MADISON AVENUE, 20TH FL 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2012
(Street)

NEW YORK, NY 10173
(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
Common Stock   2/16/2012     M    6072   A $ 0   (1) 6198.6972   (2) (3) D    
Common Stock   2/16/2012     M    1717   A $ 0   (4) 7915.6972   (2) (3) D    
Common Stock   2/16/2012     M    1308   A $ 0   (5) 9223.6972   (2) (3) D    

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
Restricted Stock Units   $ 0   (6) 2/16/2012     F         3768      (1)   (1) Common Stock   3768   $ 0   6072   D    
Restricted Stock Units   $ 0   (6) 2/16/2012     M         6072      (1)   (1) Common Stock   6072   $ 0   0   D    
Restricted Stock Units   $ 0   (6) 2/16/2012     F         969      (4)   (4) Common Stock   969   $ 0   4402   D    
Restricted Stock Units   $ 0   (6) 2/16/2012     M         1717      (4)   (4) Common Stock   1717   $ 0   2685   D    
Restricted Stock Units   $ 0   (6) 2/16/2012     F         738      (5)   (5) Common Stock   738   $ 0   5402   D    
Restricted Stock Units   $ 0   (6) 2/16/2012     M         1308      (5)   (5) Common Stock   1308   $ 0   4094   D    
Restricted Stock Units   $ 0   (6) 2/16/2012     A      5411         (7)   (7) Common Stock   5411   $ 0   5411   D    

Explanation of Responses:
( 1)  The restricted stock units ("RSUs") vest in three equal annual installments commencing February 16, 2010. 3,768 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 6,072 were immediately settled for shares of Issuer's Common Stock.
( 2)  Includes shares acquired through participation in Issuer's Employee Stock Purchase Plan.
( 3)  Includes shares acquired through dividend reinvestment.
( 4)  The RSUs vest in three equal annual installments commencing February 16, 2011. 969 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 1,717 were immediately settled for shares of Issuer's Common Stock.
( 5)  The RSUs vest in three equal annual installments commencing February 16, 2012. 738 of the RSUs that vested on February 16, 2012 were withheld for payment of taxes and 1,308 were immediately settled for shares of Issuer's Common Stock.
( 6)  Each RSU represents a contingent right to receive one share of Issuer's Common Stock.
( 7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHNEIDER BRETT
NATIONAL FINANCIAL PARTNERS CORP.
340 MADISON AVENUE, 20TH FL
NEW YORK, NY 10173

SVP, Controller

Signatures
Malika Hinkson, Attorney-in-Fact for Brett Schneider 2/21/2012
** 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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