Sec Form 4 Filing - Audette Matthew J @ E TRADE FINANCIAL Corp - 2014-08-25

Insider filing report for Changes in Beneficial Ownership
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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
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Audette Matthew J
2. Issuer Name and Ticker or Trading Symbol
E TRADE FINANCIAL Corp [ ETFC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last) (First) (Middle)
1271 AVENUE OF THE AMERICAS, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2014
(Street)
NEW YORK, NY10020-1302
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 08/25/2014 M 16,250 ( 1 ) A $ 9.248 201,476 D
Common Stock 08/25/2014 M 17,437 ( 1 ) A $ 14.6 218,913 D
Common Stock 08/25/2014 S 44,210 ( 2 ) D $ 22.6167 174,703 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Non-Qualified Stock Option (right to buy) $ 9.248 08/25/2014 M 16,250 ( 3 ) 02/20/2016 Common Stock 16,250 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 14.6 08/25/2014 M 17,437 ( 4 ) 02/11/2017 Common Stock 17,437 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Audette Matthew J
1271 AVENUE OF THE AMERICAS
14TH FLOOR
NEW YORK, NY10020-1302
EVP & Chief Financial Officer
Signatures
By: Karl A. Roessner For: Matthew J Audette 08/26/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquisition of common stock upon the exercise of stock options.
( 2 )Sale of common stock pursuant to a Rule 10b5-1 plan entered into on July 25, 2014, including shares sold to cover costs and tax liabilities associated with the exercise of stock options.
( 3 )The stock options vested in two annual installments beginning on February 20, 2010.
( 4 )The stock options vested in three annual installments beginning on February 11, 2011.

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).
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