Sec Form 4 Filing - FULLER LYNN B @ HEARTLAND FINANCIAL USA INC - 2015-05-01

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
FULLER LYNN B
2. Issuer Name and Ticker or Trading Symbol
HEARTLAND FINANCIAL USA INC [ HTLF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
1398 CENTRAL AVE.
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2015
(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 05/01/2015 M 10,000 A $ 29.65 0 ( 1 ) I As Trustee ( 2 )
Common Stock 05/01/2015 S( 3 ) 10,000 D $ 33.83 0 ( 1 ) I As Trustee ( 2 )
Common Stock 05/01/2015 G( 4 ) V 267,616 D $ 0 576,420 I As Trustee ( 2 )
Common Stock 05/01/2015 G( 5 ) V 7,100 D $ 0 5,000 I By Spouse
Common Stock 05/01/2015 P( 6 ) 26,900 A $ 33.83 0 ( 1 ) I Family LLLP ( 7 )
Common Stock 05/01/2015 G( 4 ) V 267,616 A $ 0 0 ( 1 ) I Family LLLP ( 7 )
Common Stock 05/01/2015 G( 5 ) V 7,100 A $ 0 301,616 I Family LLLP ( 7 )
Common Stock 35,862 ( 8 ) ( 9 ) D
Common Stock 123,078 I As Trustee ( 10 )
Common Stock 12,188 I HTLF Retirement Plan ( 11 )
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) $ 29.65 05/01/2015 M 10,000 ( 12 ) 01/16/2017 Common Stock 0 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FULLER LYNN B
1398 CENTRAL AVE.
DUBUQUE, IA52001
X Chairman & CEO
Signatures
/s/ Lynn B. Fuller 05/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Multi line entry --- see next line for total
( 2 )Shares held by Lynn B. Fuller Trust Under Agreement dated 5-7-96, Lynn B. Fuller Trustee
( 3 )Represents a sale to two adult sons in which payment is represented by promissory notes.
( 4 )Represents the transfer by Mr. Fuller's Trust to the LBF Heartland Partnership LLLP.
( 5 )Represents the transfer by Mr. Fuller's spouse to the LBF Heartland Partnership LLLP.
( 6 )Represents the transfer by adult sons to LBF Heartland Partnership LLLP.
( 7 )Shares held by LBF Heartland Partnership LLLP - Lynn B Fuller is the General Partner. Wife and two (2) adult sons are Limited Partners.
( 8 )Includes 24,475 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.
( 9 )Includes 11,387 shares of Performance Based Restricted Stock.
( 10 )Shares held by the Emma O. Fuller Trust dated 9-3-85 Dubuque Bank & Trust, L.S. Fuller & L.B. Fuller, co-trustees
( 11 )Represents shares allocated to the reporting person's account under the Heartland Financial USA, Inc. Retirement Plan as a result of the Pension Plan Protectin Act of 2006.
( 12 )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.

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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