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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DALY RICHARD J
2. Issuer Name and Ticker or Trading Symbol

BROADRIDGE FINANCIAL SOLUTIONS, INC. [ BR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

5 DAKOTA DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/21/2016
(Street)

LAKE SUCCESS, NY 11042
(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   9/21/2016     M (1)    27040.0000   A $25.6700   231703.0229   D    
Common Stock   9/21/2016     S (2)    22916.0000   D $69.4722   (3) 208787.0229   D    
Common Stock   9/21/2016     S (2)    50693.0000   D $69.3429   (4) 158094.0229   D    
Common Stock   9/22/2016     M (1)    31630.0000   A $25.6700   189724.0229   D    
Common Stock   9/22/2016     S (2)    26787.0000   D $69.8609   (5) 162937.0229   D    
Common Stock   9/22/2016     S (6)    12628.0000   D $69.8610   (7) 7817.0000   I   by The EED 2014 Trust  
Common Stock   9/22/2016     S (6)    12628.0000   D $69.8610   (7) 7817.0000   I   by The KLD 2014 Trust  
Common Stock                  20000.0000   I   by The EED 2012 Trust  
Common Stock                  20000.0000   I   by The KLD 2012 Trust  
Common Stock                  73423.0000   I   by The RD 2016 GRAT  

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
Stock Option (Right to Buy)   $25.6700   9/21/2016     M   (1)       27040.0000    2/8/2011   2/8/2020   Common Stock   27040.0000   $0.0000   99460.0000   D    
Stock Option (Right to Buy)   $25.6700   9/22/2016     M   (1)       31630.0000    2/8/2011   2/8/2020   Common Stock   31630.0000   $0.0000   67830.0000   D    

Explanation of Responses:
( 1)  The reported transaction is a stock option exercise pursuant to a 10b5-1 plan adopted by the reporting person on August 19, 2016.
( 2)  The reported transaction is an open market sale pursuant to a 10b5-1 plan adopted by the reporting person on August 19, 2016.
( 3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.06 - $69.64, inclusive. The reporting person undertakes to provide to Broadridge Financial Solutions, Inc., any shareholder of Broadridge Financial Solutions, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
( 4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.92 - $69.75, inclusive. The reporting person undertakes to provide to Broadridge Financial Solutions, Inc., any shareholder of Broadridge Financial Solutions, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
( 5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.64 - $70.03, inclusive. The reporting person undertakes to provide to Broadridge Financial Solutions, Inc., any shareholder of Broadridge Financial Solutions, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.
( 6)  The reported transaction is an open market sale pursuant to a 10b5-1 plan adopted by the reporting person on August 22, 2016.
( 7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.62 - $70.04, inclusive. The reporting person undertakes to provide to Broadridge Financial Solutions, Inc., any shareholder of Broadridge Financial Solutions, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (7) to this Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DALY RICHARD J
5 DAKOTA DRIVE
LAKE SUCCESS, NY 11042
X
President and CEO

Signatures
Adam D. Amsterdam, Power of Attorney 9/23/2016
** 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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