- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Moore Edward P	2. Issuer Name and Ticker or Trading Symbol EDELMAN FINANCIAL GROUP INC. [ EF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Executive Vice President
(Last)          (First)          (Middle) 4000 LEGATO ROAD, 9TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 9/20/2012
(Street) FAIFAX, VA 22033 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	9/20/2012		J (4)		99743	D	$8.85   (4)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Restricted Stock Units   (2)	$8.85   (1) (2)	9/20/2012		D   (1)			7737	(1)	(1)	Common Stock	7737	(2)	0	D
Restricted Stock Units   (2)	$8.85   (2) (3)	9/20/2012		D   (3)			13528	(3)	(3)	Common Stock	13528	(2)	0	D

Explanation of Responses:
( 1)	The Restricted Stock Units, which provided for vesting 25% on the date of grant, 50% on March 15, 2012, 75% on March 15, 2013, 75% on March 15, 2014, were canceled in the merger in exchange for a cash payment of $8.85 per share.
( 2)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units were issued pursuant to the Issuer's Long-term Incentive Plan.
( 3)	The Restricted Stock Units, which provded for vesting 25% on the date of grant, 50% on March 15, 2013, 75% on March 15, 2014, 75% on March 15, 2015, were canceled in the merger in exchange for a cash payment of $8.85 per share.
( 4)	Disposed pursuant to merger agreement among The Edelman Financial Group Inc., Summer Holdings II, Inc., and Summer Merger Sub, Inc. in exchange for $8.85 in cash per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Moore Edward P 4000 LEGATO ROAD, 9TH FLOOR FAIFAX, VA 22033			Executive Vice President

Signatures
Edrawd P Moore, by John T. Unger, agent and attorney in fact		9/20/2012
** 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.
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