Sec Form 4 Filing - Simonich Brent @ E TRADE FINANCIAL CORP - 2020-10-02

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 Simonich Brent 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 Risk Officer (Last) (First) (Middle) 671 NORTH GLEBE ROAD, BALLSTON TOWER 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2020 (Street) ARLINGTON, VA22203 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 10/02/2020 A 8,143 ( 1 ) A $ 0 55,390 D Common Stock 10/02/2020 D( 2 ) 55,390 ( 3 ) D 0 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

Reporting Owne rs Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Simonich Brent 671 NORTH GLEBE ROAD BALLSTON TOWER ARLINGTON, VA22203 EVP, Chief Risk Officer Signatures /s/ By: Lori Sher For: Brent Simonich 10/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares of Common Stock received in settlement of performance share units, which vested as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of February 20, 2020, by and among E*TRADE Financial Corporation, Moon-Eagle Merger Sub, Inc. and Morgan Stanley, as it may be amended from time to time, referred to as the Merger Agreement. ( 2 )Disposed of as a result of the merger pursuant to the Merger Agreement. ( 3 )Includes shares underlying previously reported equity awards. ( 4 )Each share of common stock, including shares underlying previously reported equity awards, was cancelled pursuant to the Merger Agreement in exchange for the right to receive the consideration provided in the Merger Agreement (i.e., 1.0432 fully paid and nonassessable shares of voting common stock, $0.01 par value, of Morgan Stanley for each such share, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).

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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