SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Goodstein Barbara

(Last) (First) (Middle)
C/O MANNING & NAPIER
290 WOODCLIFF DRIVE

(Street)
FAIRPORT NY 14450

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Manning & Napier, Inc. [ MN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2017
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 04/17/2017 A 14,281 A $0.00 38,993 D
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 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: 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
Explanation of Responses:
Remarks:
/s/ Sarah C. Turner, attorney-in-fact 04/18/2017
** 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 Number.
LIMITED POWER OF ATTORNEY
KNOW BY ALL THESE PRESENTS, that the undersigned hereby constitutes and appoints
Sarah C. Turner, as the undersigned's true and lawful attorney-in-fact, limited
solely to the following purposes, to: 

1.	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Manning & Napier, Inc. (the "Company"), (i)
Forms 3, 4 and 5 (including any amendments thereto) which may be required to be
filed with the Securities and Exchange Commission (the "SEC") in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the "Exchange Act"), (ii)) Schedules 13G and 13D (including any
amendments thereto) which may be required to be filed in accordance with
Sections 13(d) and 13(g) of the Exchange Act, (iii) a Form ID (including any
amendments thereto) and any other documents necessary or appropriate to obtain
codes and passwords enabling the undersigned to make electronic filings with the
SEC of reports, with respect to the undersigned's beneficial ownership of and
transactions in reportable securities, and (iv) any other forms or reports that
the undersigned may be required to file in connection with the undersigned's
ownership, acquisition
 or disposition of securities of the Company;

2.	do and perform any and all acts for and on behalf of the undersigned, which
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5,
Schedule 13G or 13D, Form ID or any forms necessary to obtain or renew such SEC
access codes, or other form or report, and timely file such form or report with
the SEC and any stock exchange or similar authority; and 

3.	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest, or legally required by the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in her discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform all and every act and thing whoatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or her substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming, nor is the company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Section 13 of the
Exchange Act.

Photographic copies of this Power of Attorney shall have the same force and
effect as the original.  This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 or
Schedules 13D or 13G with respect to the undersigned's beneficial ownership of
and transactions in reportable securities, unless earlier revoked by the
undersigned (a) automatically upon the undersigned's death, (b) automatically
upon the attorney-in-fact being notified of the undersigned's disability, (c)
automatically upon the attorney-in-fact no longer being  a director or officer
of the Company, or (d) upon a signed written revocation delivered to the
foregoing attorney-in-fact.

In WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of March, 2015.

						
                                               By:  /s/ Barbara Goodstein
						Name:  Barbara Goodstein