WDR Waddell and Reed Financial

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                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
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) 3/10/2021
(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	3/10/2021		F		18046 (1)	D	$25.02	736496	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	(2)	3/10/2021		A		108059		(3)	(3)	Class A Common	108059	$0	108059	D

Explanation of Responses:
(1)	The reporting person surrendered these shares to satisfy tax withholding obligations resulting from the vesting of shares of restricted stock.
(2)	Each restricted stock unit represents a contingent right to receive, at Issuer's sole discretion, (i) a cash payment equal to the fair market value on the date immediately preceding the vesting date of one share of Issuer's Class A Common Stock or (ii) one share of Issuer's Class A Common Stock; provided, that, in the event of a Change of Control, each restricted stock unit shall be settled by cash payment.
(3)	The restricted stock units will vest in 1/4 increments beginning on the first anniversary of the grant date.

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/ Philip J. Sanders		3/12/2021
**Signature of Reporting Person		Date