Sec Form 4 Filing - Huffman David S @ TFS Financial CORP - 2015-11-09

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
Huffman David S
2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
7007 BROADWAY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2015
(Street)
CLEVELAND, OH44105
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 11/09/2015 M 37,500 A $ 11.96 ( 1 ) 44,455 D
Common Stock 11/09/2015 F 31,043 ( 2 ) D $ 18.31 13,412 D
Common Stock 11/09/2015 S 6,457 D $ 18.32 6,955 D
Common Stock 11/09/2015 M 31,500 A $ 14 ( 1 ) 38,455 D
Common Stock 11/09/2015 F 27,819 ( 2 ) D $ 18.31 10,636 D
Common Stock 11/09/2015 S 3,681 D $ 18.32 6,955 D
Common Stock 45,175 I By Spouse
Common Stock 5,914 I By ESOP ( 3 )
Common Stock 54,152 I By 401(k) ( 3 )
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
Employee Stock Option (right to buy) $ 11.96 11/09/2015 M 37,500 ( 4 ) 05/11/2019 Common Stock 37,500 $ 11.96 0 D
Employee Stock Option (right to buy) $ 14 11/09/2015 M 31,500 ( 5 ) 05/14/2020 Common Stock 31,500 $ 14 0 D
Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 3,600 3,600 D
Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Common Stock 2,800 2,800 D
Employee Stock Option (right to buy) $ 14.81 ( 9 ) 05/28/2025 Common Stock 108,300 108,300 D
Restricted Stock Units ( 6 ) ( 10 ) ( 10 ) Common Stock 1,934 1,934 D
Employee Stock Option (right to buy) $ 9.43 ( 11 ) 12/15/2022 Common Stock 41,700 41,700 D
Employee Stock Option (right to buy) $ 8.61 ( 12 ) 12/15/2021 Common Stock 36,900 36,900 D
Employee Stock Option (right to buy) $ 14.85 ( 13 ) 12/18/2024 Common Stock 32,400 32,400 D
Employee Stock Option (right to buy) $ 11.64 ( 14 ) 12/03/2023 Common Stock 28,700 28,700 D
Restricted Stock Units ( 6 ) ( 15 ) ( 15 ) Common Stock 4,200 4,200 D
Restricted Stock Units ( 6 ) ( 16 ) ( 16 ) Common Stock 3,300 3,300 D
Restricted Stock Units ( 6 ) ( 17 ) ( 17 ) Common Stock 20,400 20,400 D
Restricted Stock Units ( 6 ) ( 18 ) ( 18 ) Common Stock 33,605 33,605 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Huffman David S
7007 BROADWAY AVENUE
CLEVELAND, OH44105
Chief Financial Officer
Signatures
/s/ Paul J. Huml, Pursuant to Power of Attorney 11/10/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Corresponds to the exercise price of the stock options.
( 2 )Represents shares of common stock delivered to the issuer in payment by the reporting person of the options exercise price and withholding tax. This transaction is exempt under Rule 16b-3(e).
( 3 )Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
( 4 )As reported on a Form 4 dated May 14, 2009, the reporting person received a grant for 37,500 stock options that vest in three equal annual installments beginning on May 12, 2010.
( 5 )As reported on a Form 4 dated May 18, 2010, the reporting person received a grant for 31,500 stock options that vest in three equal annual installments beginning on May 14, 2011.
( 6 )Each restricted stock unit represents a contingent right to receive one share of TFS Financial Corporation common stock. Restricted stock units are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock.
( 7 )As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 3,600 restricted stock units ("RSUs") that vest in four equal annual installments beginning May 14, 2011. Vested shares may be distributed to the reporting person only after that person's termination of employment from TFS Financial Corporation.
( 8 )As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 4,200 Restricted Stock Units ("RSU's") on December 3, 2013. These RSU's vest in three equal annual installments beginning December 3, 2014.
( 9 )As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 108,300 stock options on May 28, 2015. These stock options vest in five equal annual installments beginning May 28, 2016.
( 10 )As reported on a Form 4 dated January 2, 2013, the reporting person received a grant of 5,800 Restricted Stock Units ("RSU's") on December 28, 2012. These RSU's vest in three equal annual installments beginning December 15, 2013.
( 11 )As reported on a Form 4 dated December 28, 2012, the reporting person received a grant of 41,700 stock options on December 28, 2012. These stock options vest in three equal installments beginning December 15, 2013.
( 12 )As reported on a Form 4 dated December 20, 2011, the reporting person received a grant of 36,900 stock options on December 19, 2011 that vest in three equal annual installments beginning December 15, 2012.
( 13 )As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 32,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2015.
( 14 )As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 28,700 stock options on December 3, 2013. These stock options vest in three equal installments beginning December 3, 2014.
( 15 )As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 4,200 Restricted Stock Units ("RSUs") that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.
( 16 )As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 3,300 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2015.
( 17 )As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 20,400 Restricted Stock Units ("RSUs") on May 28, 2015. These RSUs vest in five equal annual installments beginning on May 28, 2016.
( 18 )As reported on a Form 4 dated August 13, 2008, the reporting person was granted 35,100 restricted stock units that vest 10% on each of the third through the ninth anniversaries of the date of the grant and 30% on the tenth anniversary of the date of the grant. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation. 1,495 shares were delivered to the issuer on June 25, 2014 to pay for applicable tax due upon vesting.

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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