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Filing Details

Accession Number:: 0001209191-11-058276
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-11-29 06:17:36
Reporting Period:: 2011-11-23

Filing Date:: 2011-11-29
Accepted Time:: 2011-11-29 06:17:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1524223	Manning & Napier Inc.	MN	Investment Advice (6282)	452609100

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1534444	S. Jeffrey Coons	C/O Manning &Amp; Napier, Inc. 290 Woodcliff Drive Fairport NY 14450	President	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01	Acquisiton	2011-11-23	5,000	$12.00	5,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, $0.01 Par Value	Class A units	Acquisiton	2011-11-23	901,536	$0.00	901,536	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
901,536			No	4	J	Indirect

Footnotes

Represents Class A units of Manning & Napier Group, LLC ("Group") that are owned directly by M&N Group Holdings, LLC ("Group Holdings"). Group Holdings is owned as follows: (a) Class B units of Group Holdings representing approximately 99.7% of the issued and outstanding Class B units of Group Holdings, which represents approximately 23.6% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class B units of Group Holdings representing approximately 0.3% of the issued and outstanding Class B units of Group Holdings, which represents approximately 0.1% of the voting and economic rights of Group Holdings, are owned by Richard Goldberg; (c) Class A units of Group Holdings representing approximately 83.9% of the issued and outstanding Class A units of Group Holdings, which represents approximately 64.0% of the voting and economic rights of Group Holdings, are owned by MNA Advisors, Inc. ("Advisors"); (continued in Footnote 2)
(d) Class A units of Group Holdings representing approximately 0.04% of the issued and outstanding Class A units of Group Holdings, which represents approximately 2.68% of the voting and economic rights of Group Holdings, are owned by M&N Advisory Advantage Corporation ("AAC"); (e) Class A units of Group Holdings representing less than 0.01% of the issued and outstanding Class A units of Group Holdings, which represents less than 0.01% of the voting and economic rights of Group Holdings, are owned by M&N Alternative Opportunities, Inc. (together with Advisors and AAC, the "Corporations"); and (f) Class A units of Group Holdings representing approximately 12.6% of the issued and outstanding Class A units of Group Holdings, which represents approximately (continued in Footnote 3)
9.6% of the voting and economic rights of Group Holdings, are owned by Manning & Napier Associates, LLC. The number of derivative securities shown is the number of Class A units of Group directly owned by Group Holdings that are attributable to the interests of the Reporting Person as an owner of equity interests of each of the Corporations. Each Class A unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer based on the selling schedule set forth in footnote (4) and in that certain Exchange Agreement, entered into as of November 23, 2011 (the "Exchange Agreement"), by and among the Issuer, Group Holdings, Manning & Napier Capital Company, LLC and the other parties thereto (filed as Exhibit 10.3 to Amendment No. 2 to the Issuer's Registration Statement on Form S-1 (File No. 333-175309)).
Pursuant to the Exchange Agreement, Group Holdings, at the Reporting Person's direction, may elect to exchange: (a) up to 5% of the Class A units of Group attributable to the Reporting Person as of November 17, 2012; and (b) the remainder of such Class A units as of November 17, 2013.