FactSet Research Systems (FDS) Form 5 FACTSET RESEARCH SYSTEMS / Peter G Walsh ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Walsh Peter G

(Last) (First) (Middle)

601 MERRITT 7

(Street)

NORWALK CT 06851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FACTSET RESEARCH SYSTEMS INC [ FDS ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Executive Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/31/2015

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
FactSet Common Stock							21,188(1)	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$63.09						08/31/2015	02/09/2017	FactSet Common Stock	70,392(2)		70,392	D
Non-Qualified Stock Option (right to buy)	$94.84						11/01/2012(3)	11/01/2021	FactSet Common Stock	9,458(2)		9,458	D
Non-Qualified Stock Option (right to buy)	$92.22						11/01/2013(4)	11/01/2022	FactSet Common Stock	11,282(2)		11,282	D
Non-Qualified Stock Option (right to buy)	$92.22						11/01/2014(5)	11/01/2022	FactSet Common Stock	3,698(2)		3,698	D

Explanation of Responses:

1. Represents 19,800 privately-held shares of FactSet common stock, 1,331 shares of unvested restricted stock awards and 57 shares held in the FactSet Employee Stock Purchase Plan.

2. Represents previously granted stock option awards, which remain outstanding as of September 16, 2015.

3. 20% of these options became exercisable one year after grant date, with all options being exercisable as of September 16, 2015.

4. 20% of these options became exercisable one year after grant date. As of September 16, 2015, 9,204 are exercisable.

5. 40% of these options became exercisable two years after grant date. As of September 16, 2015, 2,943 are exercisable.

Remarks:

On March 16, 2015, Peter Walsh stepped down from his position as Chief Operating Officer and was replaced by Mark J. Hale. As such, this Form 5 is being filed because Peter Walsh is no longer considered an officer of FactSet Research Systems Inc. (the "Company") under existing SEC guidelines, effective March 16, 2015, and prospectively. Mr. Walsh remains employed by the Company focusing on various growth projects. The detail presented herein represents Mr. Walsh's holdings as of September 16, 2015. This Form 5 is being filed prior to the October 15, 2015 deadline for administrative convenience to reflect the change in the reporting person's status.

	/s/ Peter G. Walsh	09/18/2015
	** Signature of Reporting Person	Date
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