UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Amendment No.  5*

 

Waddell & Reed Financial, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

930059100

(CUSIP Number)

 

12/31/06

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[   ]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[   ]  Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 930059100           13G

 

1.         NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above Person)

 

Keith A. Tucker           ID No. ###-##-####

 

2.         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a)        [ ]

(b)        [ ]

 

3.         SEC USE ONLY

 

4.         CITIZENSHIP OR PLACE OF ORGANIZATION:  U.S.A.

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.	SOLE VOTING POWER	2,524,606  (See Item 4)
6.	SHARED VOTING POWER	24,094
7.	SOLE DISPOSITIVE POWER	2,524,606  (See Item 4)
8.	SHARED DISPOSITIVE POWER	24,094

 

9.                                    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     2,548,700 (See Item 4)

 

10.                            CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:      [ ]

 

11.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  3.0%

 

12.       TYPE OF PERSON REPORTING: IN

 

 

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Item 1(a):	Name of Issuer:  Waddell & Reed Financial, Inc.
Item 1(b):	Address of Issuer’s Principal Executive Offices:
	6300 Lamar Avenue
	Overland Park, KS 66202
Item 2(a):	Name of Person Filing:
	Keith A. Tucker
Item 2(b):	Address of Principal Business Office:
	(i)-(v):	200 Crescent Court, Suite 1040
		Dallas, TX 75201
Item 2(c):	Citizenship:
	U.S.A.
Item 2(d):	Title of Class of Securities:  Common Stock
Item 2(e):	CUSIP Number:  930059100
Item 3:	If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check  whether the person filing is a:
	Not applicable.

 

 

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Item 4:

Ownership

 

 

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Item 5:	Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:[X]
Item 6:	Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7:	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
	Not applicable.
Item 8:	Identification and Classification of Members of the Group:
	Not applicable.
Item 9:	Notice of Dissolution of Group:
	Not applicable.

 

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Item 10:	Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January 19, 2007

 

 

/s/ Keith A Tucker
Keith A. Tucker