- 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 * Unger John Thomas	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) Sr. VP and General Counsel
(Last)          (First)          (Middle) 600 TRAVIS, SUITE 3100	3. Date of Earliest Transaction (MM/DD/YYYY) 9/20/2012
(Street) HOUSTON, TX 77002 (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 (6)		44787	D	$8.85	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 Unit   (3)	$8.85   (1) (2)	9/20/2012		D   (2)			17965	(2)	(2)	Common Stock	17965	(3)	0	D
Restricted Stock Units   (4)	$8.85   (1) (5)	9/20/2012		D   (5)			13969	(5)	(5)	Common Stock	13969	(4)	0	D
Stock Option (Right to But)	$16.81	9/20/2012		D   (7)			10000	7/1/2005	7/1/2015	Common Stock	10000	$0	0	D

Explanation of Responses:
( 1)	Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 2)	The restricted stock units, which provided or vesting 25% on the date of grant, 50% on March 15, 2013, 75% on March 15, 2014, and 100% on March 15, 2015, were canceled in the merger in exchnage for a cash payment of $8.85 per share.
( 3)	The restricted stock units were issued pursuant to the Issuer's 2011 Executive and Key Manager Restricted Stock Unit Sub-Plan
( 4)	The restricted stock units were issued pursuant to the Issuer's 2010 Executive and Key Manager Restricted Stock Unit Sub-Plan
( 5)	The restricted stock units, which provided or vesting 25% on the date of grant, 50% on March 15, 2013, 75% on March 15, 2013, and 100% on March 15, 2014, were canceled in the merger in exchnage for a cash payment of $8.85 per share.
( 6)	Disposed of pursuant to merger agreement among the Issuer, Summer Holdings II, Inc., and Summer Merger Sub, Inc. in exchange for $8.85 in cash per share.
( 7)	Cancelled pursuant to merger agreement among the Issuer, Summer Holdings II, Inc., and Summer Merger Sub, Inc.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Unger John Thomas 600 TRAVIS, SUITE 3100 HOUSTON, TX 77002			Sr. VP and General Counsel

Signatures
John T. Unger		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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