Sec Form 4 Filing - MILLER MELVIN E @ HEARTLAND FINANCIAL USA INC - 2012-01-10

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
MILLER MELVIN E
2. Issuer Name and Ticker or Trading Symbol
HEARTLAND FINANCIAL USA INC [ HTLF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Investment Officer
(Last) (First) (Middle)
1398 CENTRAL AVE.
3. Date of Earliest Transaction (MM/DD/YY)
01/10/2012
(Street)
DUBUQUE, IA52001
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 01/10/2012 S 3,514 D $ 16.36 0 ( 6 ) D ( 1 )
Common Stock 01/17/2012 A 5,476 A $ 0 25,212 ( 4 ) ( 5 ) D
Common Stock 6,230 I IRA
Common Stock 7,680 I Retirement Fund
Common Stock 3,899 ( 3 ) I HRT Retirement Plan
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 $ 11.84 ( 2 ) 01/21/2013 Common Stock 4,500 4,500 D
Non-Qualified Stock Option (Right to Buy $ 19.48 ( 2 ) 01/20/2014 Common Stock 3,000 3,000 D
Non-Qualified Stock Option (Right to Buy) $ 21 ( 2 ) 02/10/2015 Common Stock 5,000 5,000 D
Non-Qualified Stock Option (Right to Buy $ 21.6 ( 2 ) 02/06/2016 Common Stock 1,500 1,500 D
Non-Qualified Stock Option (Right to Buy) $ 29.65 ( 2 ) 01/16/2017 Common Stock 1,500 1,500 D
Non-Qualified Stock Option (Right to Buy) $ 18.6 ( 2 ) 01/24/2018 Common Stock 2,500 2,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILLER MELVIN E
1398 CENTRAL AVE.
DUBUQUE, IA52001
Chief Investment Officer
Signatures
/s/ Melvin E. Miller 01/19/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held jointly with reporting person's spouse.
( 2 )Represents options to buy granted under the Company's Stock Option Plan, a Rule 16(b)(3) plan, which options vest one-third per year beginning on the 3rd anniversary of date of grant.
( 3 )Represents shares allocated to the reporting person's account under the Heartland Financial USA, Inc. Retirement Plan as a result of the Pension Plan Protection Act of 2006.
( 4 )Includes 10,338 Restricted Stock Units (RSU). Each RSU represents the right to receive one share of common stock. The grant vests in three equal installments on the third, fourth and fifth anniversaries of the grant date.
( 5 )Includes 2,738 shares of Performance Based Restricted Stock.
( 6 )Double line entry....see next line for total.

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).

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