WDR Waddell and Reed Financial

FORM 4 [X] 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 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Sanders Philip James	2. Issuer Name and Ticker or Trading Symbol WADDELL & REED FINANCIAL INC [ WDR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO
(Last)          (First)          (Middle) 6300 LAMAR AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 4/30/2021
(Street) OVERLAND PARK, KS 66202 (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
Class A Common	4/30/2021		D		736496	D	(1)(2)	0	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	(3)	4/30/2021		D			108059	(3)	(3)	Class A Common	108059	(3)	0	D

Explanation of Responses:
(1)	On April 30, 2021, pursuant to the Agreement and Plan of Merger, dated as of December 2, 2020 (the "Merger Agreement"), by and among Waddell & Reed Financial, Inc. (the "Company"), Macquarie Management Holdings, Inc. ("Parent"), Merry Merger Sub, Inc. ("Merger Sub"), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
(2)	(Continued from footnote 1) Pursuant to the Merger Agreement, each share of Class A Common Stock of the Company, par value $0.01 (the "Company Common Stock"), (including each share of restricted Company Common Stock which vested immediately prior to the effective time of the Merger (the "Effective Time")) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock directly owned and held by Parent or Merger Sub) was converted into the right to receive $25.00 per share in cash, without interest (the "Merger Consideration") and subject to any withholding of taxes required by applicable law in accordance with the Merger Agreement.
(3)	Pursuant to the Merger Agreement, each outstanding restricted stock unit was terminated and cancelled as of immediately prior to the Effective Time and converted into the right to receive a cash payment equal to (i) (A) the Merger Consideration, multiplied by (B) the number of shares of Company Common Stock subject to such restricted stock unit immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights under such restricted stock unit, net of any taxes withheld pursuant to the Merger Agreement.

Remarks: Exhibit List Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sanders Philip James 6300 LAMAR AVENUE OVERLAND PARK, KS 66202	X		CEO

Signatures
/s/ Jeffrey P. Bennett, Attorney-in-fact		4/30/2021
**Signature of Reporting Person		Date