XNYS:DUF Insider Activity 4 Filing - 9/10/2012

Effective Date 9/10/2012

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Levy Sander M.

2. Issuer Name and Ticker or Trading Symbol
Duff & Phelps Corp [DUF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O VESTAR CAPITAL PARTNERS IV, L.P., 245 PARK AVENUE, 41ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2012

(Street)

NEW YORK, NY US 10167

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/10/2012		M		83,343	A	⁽¹⁾	83,343	I	see footnotes⁽²⁾⁽³⁾
Class A common stock	09/10/2012		S⁽⁴⁾		83,343	D	$13.25	0	I	see footnotes⁽²⁾⁽³⁾
Class A common stock								18,714	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Duff & Phelps Acquisitions, LLC New Class A Units

⁽¹⁾

09/10/2012

83,343

⁽¹⁾

Class A common stock

83,343

⁽¹⁾

961,799

see footnotes⁽²⁾⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Levy Sander M. C/O VESTAR CAPITAL PARTNERS IV, L.P. 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY US 10167	X

Signatures

/s/ Edward S. Forman as Attorney-in-Fact for Sander M. Levy		09/12/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to an exchange agreement entered into in connection with the closing of the initial public offering of Duff & Phelps Corporation (the "IPO"), holders of New Class A Units of Duff & Phelps Acquisitions, LLC ("DPA") issued in connection with the reorganization of DPA immediately prior to the consummation of the IPO may exchange their New Class A Units for Class A common stock of Duff & Phelps Corporation on a one-for-one basis, subject to the vesting, minimum retained ownership requirements and transfer restrictions and customary conversion rate adjustments for splits, unit distributions and reclassifications contained in the exchange agreement.
(2)	Owned of record and beneficially by Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC. The address of Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC is 245 Park Avenue, 41st Floor, New York, NY 10167.
(3)	As a Managing Director of Vestar Associates Corporation IV, which is the general partner of Vestar Associates IV, L.P., which is the general partner of Vestar Capital Partners IV, L.P., and the manager of Vestar/D&P Holdings LLC, Mr. Levy may be deemed to share beneficial ownership of the shares held respectively by Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC. Mr. Levy disclaims beneficial ownership of such shares and any other shares held by affiliates of Vestar Capital Partners, except to the extent of his pecuniary interest therein, if any.
(4)	Shares were sold by Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC in connection with the exercise of a portion of the over-allotment option in connection with a public offering of shares of Class A common stock.

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