Sec Form 4 Filing - Stefanski Marc A @ TFS Financial CORP - 2013-08-15

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
Stefanski Marc A
2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last) (First) (Middle)
7007 BROADWAY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2013
(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 08/15/2013 S 10,000 D $ 11.14 116,100 ( 1 ) I By Trust
Common Stock 26,000 I By Spouse
Common Stock 12,600 I By Spouse As Custodian For Child 4
Common Stock 12,267 D
Common Stock 78,236 I By 401(k) ( 2 )
Common Stock 5,490 I BY ESOP ( 2 )
Common Stock 12,600 I By Child 3
Common Stock 15,600 I By Spouse As Custodian For Child 5
Common Stock 115,738 I Trustee for sibling trust
Common Stock 10,000 I By Child 1
Common Stock 25,600 I By Child 2
Common Stock 7,200 I POA on siblings IRA
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
Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) Common Stock 36,800 36,800 D
Restricted Stock Units ( 3 ) ( 5 ) ( 5 ) Common Stock 93,300 93,300 D
Restricted Stock Units ( 3 ) ( 6 ) ( 6 ) Common Stock 698,413 698,413 D
Employee Stock Option (right to buy) $ 14 ( 7 ) 05/14/2020 Common Stock 315,500 315,500 D
Employee Stock Option (right to buy) $ 11.74 ( 8 ) 08/10/2018 Common Stock 2,530,700 2,530,700 D
Employee Stock Option (right to buy) $ 8.61 ( 9 ) 12/15/2021 Common Stock 369,000 369,000 D
Employee Stock Option (right to buy) $ 9.43 ( 10 ) 12/15/2022 Common Stock 416,700 416,700 D
Restricted Stock Units ( 3 ) ( 11 ) ( 11 ) Common Stock 33,400 33,400 D
Restricted Stock Units ( 3 ) ( 12 ) ( 12 ) Common Stock 35,700 35,700 D
Employee Stock Option (right to buy) $ 11.96 ( 13 ) 05/11/2019 Common Stock 299,600 299,600 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stefanski Marc A
7007 BROADWAY AVENUE
CLEVELAND, OH44105
X Chairman, President and CEO
Signatures
/s/ Paul J. Huml, Pursuant to Power of Attorney 08/16/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale was completed in accordance with the terms of a 10b5-1 Trading Plan previously disclosed on August 2, 2013.
( 2 )Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
( 3 )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.
( 4 )As reported on a Form 4 dated December 20, 2011, the reporting person received a grant for 55,200 Restricted Stock Units ("RSUs") on December 19, 2011. These RSUs vest in three equal annual installments beginning December 15, 2012.
( 5 )As reported on a Form 4 dated January 2, 2013, the reporting person received a total grant of 93,300 Restricted Stock Units ("RSU's") on December 28, 2012. These RSU's vest in three equal installments beginning December 15, 2013.
( 6 )As reported on a Form 4 dated August 13, 2008, the Reporting Person received a grant of 701,800 Restricted Stock Units ("RSUs") on August 11, 2008. These RSUs 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 the person's termination of employment from TFS Financial Corporation. 3,387 shares were delivered to the issuer on August 13, 2012 to pay for the applicable withholding tax due upon vesting.
( 7 )As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 315,500 stock options which vest in three equal annual installments beginning May 14, 2011.
( 8 )As reported on a Form 4 dated August 13, 2008, the reporting person received a grant of 2,530,700 stock options that vest in four equal annual installments beginning on August 11, 2012.
( 9 )As reported on a Form 4 dated December 20, 2011, the reporting person received a grant of 369,000 stock options that vest in three equal annual installments beginning on December 15, 2012.
( 10 )As reported on a Form 4 dated January 2, 2013, the reporting person received a grant of 416,700 stock options on December 28, 2012. These stock options vest in three equal installments beginning December 15, 2013.
( 11 )As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 stock units that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the reporting person only after the person's termination of employment with TFS Financial Corporation.
( 12 )As reported on a Form 4 dated May 18, 2010, the Reporting Person received a grant of 35,700 restricted stock units that vest in four equal installments beginning on May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.
( 13 )As reported on a Form 4 dated May 14, 2009, the reporting person received a grant for 299,600 stock options that vest in three equal annual installments beginning on May 12, 2010.

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