SEC Filing | FTI Consulting, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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

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

1. Name and Address of Reporting Person^*

WENDT GARY C

(Last)

(First)

(Middle)

500 E PRATT STREET

SUITE 1400

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FTI CONSULTING INC [ FCN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2006

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Restricted Stock Units	⁽¹⁾	06/06/2006		A		37,500		09/06/2006⁽²⁾	⁽³⁾	Common Stock	37,500	$0	37,500	D

Explanation of Responses:

1. Each deferred restricted stock unit represents a contingent right to receive one share of FTI Consulting, Inc. common stock.

2. Represents an award which is subject to forfeiture until it vests. The award vests over a three-year period in twelve equal quarterly installments beginning three months from the grant date.

3. Vested shares of common stock will be delivered to the reporting person upon termination of service.

	By: Theodore I. Pincus, Attorney-in-fact For: Gary C. Wendt	06/08/2006
	** 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.
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 by these presents, that the undersigned, GARY C. WENDT, hereby
makes, constitutes and appoints each of THEODORE I. PINCUS and CHARLES
BORYENACE., each acting individually, as his true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and in
the name, place and stead of the undersigned to:
      (1)	prepare, execute, acknowledge, deliver and file any and all
Forms 3, 4, and 5 (including any amendments thereto), and any documents
necessary to facilitate the filing of Section 16 reports with the United
States Securities and Exchange Commission, any national securities exchanges
and FTI Consulting, Inc. (the "Company"), as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the
"Exchange Act");
      (2)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and
      (3)	do and perform any and all other acts which in the discretion
of such attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing, it being understood, that the
documents executed by such attorney-in-fact on behalf of the undersigned,
pursuant to this Power of Attorney, shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in his dis-
cretion.
      The undersigned acknowledges that:
      (1)	this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in his discretion on information provided to such
attorney-in-fact without independent verification of such information, and
nothing in this Power of Attorney relieves the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act, in-
cluding without limitation the reporting requirements under Section 16 of the
Exchange Act; and
      (2)	neither the Company nor either of such attorneys-in-fact
assumes (i) any liability for the undersigned's responsibility to comply with
the requirements of the Exchange Act, (ii) any liability of the undersigned
for any failure to comply with such requirements, or (iii) any obligation or
liability of the under-signed for profit disgorgement under Section 16(b) of
the Exchange Act.
      The undersigned hereby gives and grants each attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that each such attorney-in-fact of, for
and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Power of Attorney.
      The undersigned also agrees to indemnify and hold harmless the Company
and each attorney-in-fact against any losses, claims, damages, or liabilities
(or actions in these respects) that arise out of or are based upon any untrue
statement or omission of necessary facts in the information provided by the
undersigned to the attorney-in-fact for purposes of preparing, executing,
acknowledging, delivering and filing Forms 3, 4, and 5 (including any
amendments thereto) and any documents necessary to facili-tate the filings
of Section 16 reports, and agrees to reimburse the Company and the
attorneys-in-fact herein for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
      The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than those named herein.
      This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to each such attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 6th day of June, 2006.


					/s/  GARY C. WENDT



STATE OF MARYLAND	)
			)
COUNTY OF ANNE ARUNDEL	)

      On this 6th day of June, 2006, GARY C. WENDT personally appeared before
me, and acknowledged that s/he executed the foregoing instrument for the
purposes therein contained.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

/s/Patcharin M. Grusholt

Notary Public For Anne Arundel County, Maryland

My Commission Expires:  June 20, 2006