SEC Filing | Affiliated Managers Group, Inc.

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SEC FORM 3 SEC Form 3

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

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OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KINGSTON JOHN III

(Last)

(First)

(Middle)

C/O AFFILIATED MANAGERS GROUP, INC.

600 HALE STREET

(Street)

PRIDES CROSSING

01965

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2004

3. Issuer Name and Ticker or Trading Symbol
AFFILIATED MANAGERS GROUP INC [ AMG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. V.P., Gen. Counsel & Sec.

5. 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 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)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	12/31/2003	08/14/2010	Common Stock	30,000	35.4167	D
Employee Stock Option (Right to Buy)	⁽¹⁾	12/19/2010	Common Stock	7,500	31.9583	D
Employee Stock Option (Right to Buy)	⁽¹⁾	07/24/2008	Common Stock	37,500	38.7333	D
Employee Stock Option (Right to Buy)	⁽²⁾	12/19/2008	Common Stock	37,500	46.6867	D
Employee Stock Option (Right to Buy)	⁽²⁾	07/23/2012	Common Stock	22,500	27.0067	D
Employee Stock Option (Right to Buy)	⁽³⁾	12/10/2012	Common Stock	45,000	33.9667	D
Employee Stock Option (Right to Buy)	⁽³⁾	07/24/2013	Common Stock	60,000	43.5	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	12/10/2013	Common Stock	60,000	44.3467	D

Explanation of Responses:

1. The shares issuable on the exercise of these derivative securities are subject to restrictions on transfer which lapse 25% on each of December 31, 2001, 2002, 2003 and 2004 for so long as the reporting person remains employed by the Issuer; in the event the reporting person ceases to be employed, any shares issuable on the exercise of these derivative securities then subject to restrictions on transfer will remain subject to such restrictions until December 2010. The restrictions on transfer would lapse upon a change in control of the Issuer.

2. The shares issuable on the exercise of these derivative securities are subject to restrictions on transfer which lapse 25% on each of December 31, 2002, 2003, 2004 and 2005 for so long as the reporting person remains employed by the Issuer; in the event the reporting person ceases to be employed, any shares issuable on the exercise of these derivative securities then subject to restrictions on transfer will remain subject to such restrictions until December 2010. The restrictions on transfer would lapse upon a change in control of the Issuer.

3. The shares issuable on the exercise of these derivative securities are subject to restrictions on transfer which lapse 25% on each of December 31, 2003, 2004, 2005 and 2006 for so long as the reporting person remains employed by the Issuer; in the event the reporting person ceases to be employed, any shares issuable on the exercise of these derivative securities then subject to restrictions on transfer will remain subject to such restrictions until December 2010. The restrictions on transfer would lapse upon a change in control of the Issuer.

4. The shares issuable on the exercise of these derivative securities are subject to restrictions on transfer which lapse 25% on each of December 31, 2004, 2005, 2006 and 2007 for so long as the reporting person remains employed by the Issuer; in the event the reporting person ceases to be employed, any shares issuable on the exercise of these derivative securities then subject to restrictions on transfer will remain subject to such restrictions until December 2010. The restrictions on transfer would lapse upon a change in control of the Issuer.

	/s/ John Kingston, III	04/29/2004
	** 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 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).
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.

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby severally constitutes
and appoints Darrell W. Crate and Nathaniel Dalton,
and each of them singly, with full power of
substitution and resubstitution, as the undersigned's
true and lawful attorney-in-fact with full power
and authority to them, and each of them singly, to
prepare, sign and file for the undersigned, in the
undersigned's name and capacity indicated below, any
and all filings and documents (including without limitation
any exhibits and amendments thereto) of the undersigned
or Affiliated Managers Group, Inc. pursuant to the
Securities Exchange Act of 1934, as amended (the "Act"),
including without limitation filings pursuant to
Section 16 of the Act and the rules and regulations
promulgated thereunder, and generally to do all such
things in the undersigned's name and capacity indicated
below to enable the undersigned and Affiliated
Managers Group, Inc. to comply with the provisions of
the Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming the
undersigned's signatures as they may be signed by said
attorneys, or any of them, or any substitute or substitutes
of any of them, on said filings, documents, exhibits
and any and all amendments thereto, and hereby ratifying
and confirming all that said attorneys, or any of them, or
any substitute or substitutes of any of them, may lawfully
do or cause to be done by virtue hereof.

Witness my hand, this 27th day of April, 2004.


By:     /s/ John Kingston, III
Name:   John Kingston, III
Title:  Senior Vice President, Secretary and General Counsel