Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Galusha Beth H.
2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2016
3. Issuer Name and Ticker or Trading Symbol
Manning & Napier, Inc. [MN]
(Last)
(First)
(Middle)
C/O MANNING & NAPIER, 290 WOODCLIFF DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FAIRPORT, NY 14450
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock, par value $0.01 4,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units (1) (2)   (2)   (2) Class A Common Stock, $0.01 168,865 $ (3) I M&N Group Holdings, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Galusha Beth H.
C/O MANNING & NAPIER
290 WOODCLIFF DRIVE
FAIRPORT, NY 14450
      Principal Financial Officer  

Signatures

/s/ Sarah C. Turner, attorney-in-fact 08/05/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 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 100% of the issued and outstanding Class B units of Group Holdings, which represents approximately 27.27% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class A units of Group Holdings representing approximately 84.69% of the issued and outstanding Class A units of Group Holdings, which represents approximately 61.59% of the voting and economic rights of Group Holdings, are owned by MNA Advisors, Inc. ("Advisors"); and (c) Class A units of Group Holdings representing approximately 15.31% of the issued and outstanding Class A units of Group Holdings, which represents approximately 11.14% of the voting and economic rights of Group Holdings, are owned by Manning & Napier Associates, LLC.
(2) 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 Advisors. 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 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 the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-35355)).
(3) Class A Units convert to Class A Common Stock on a one-for-one basis.

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