Sec Form 4 Filing - FULLER LYNN B @ HEARTLAND FINANCIAL USA INC - 2018-09-17

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)
09/17/2018
(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 0 D
Common Stock 600,288 I As Trustee ( 1 )
Common Stock 09/17/2018 G 25,822 ( 2 ) A $ 0 626,110 I As Trustee ( 1 )
Common Stock 5,000 I Spouses Trust ( 3 )
Common Stock 301,616 I Family LLLP ( 4 )
Common Stock 123,078 I As Trustee ( 5 )
Common Stock 12,188 I HTLF Retirement Plan ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , p uts, 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
2018 Time-Based Restricted Stock ( 7 ) ( 8 ) ( 8 ) Common Stock 2,292 0 D
2018 Performance Based Restricted Stock (3-year performance) ( 7 ) ( 9 ) ( 9 ) Common Stock 3,056 0 D
2018 Performance Based Restricted Stock (1-year performance) ( 7 ) ( 10 ) ( 10 ) Common Stock 2,292 0 D
2017 Time-Based Restricted Stock ( 7 ) ( 8 ) ( 8 ) Common Stock 2,303 0 D
2017 Performance Based Restricted Stock (3-year performance) ( 7 ) ( 11 ) ( 11 ) Common Stock 1,727 0 D
2017 Performance Based Restricted Stock (1-year performance) ( 7 ) ( 12 ) ( 12 ) Common Stock 2,108 0 D
2016 Time-Based Restricted Stock ( 7 ) ( 13 ) ( 13 ) Common Stock 1,587 0 D
2016 Performance Based Restricted Stock (3-year performance) ( 7 ) ( 14 ) ( 14 ) Common Stock 2,524 0 D
2016 Performance Based Restricted Stock (1-year performance) ( 7 ) ( 15 ) ( 15 ) Common Stock 5,300 0 D
2015 Time-Based Restricted Stock ( 7 ) ( 16 ) ( 16 ) Common Stock 3,333 0 D
2014 Time-Based Restricted Stock ( 7 ) ( 17 ) ( 17 ) Common Stock 1,733 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 09/19/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held by Lynn B. Fuller Trust Under Agreement dated 5-7-96, Lynn B. Fuller Trustee
( 2 )Acquired shares through a gift from Kathryn R Fuller Trustee Lynn S Fuller Marital Trust
( 3 )These shares are held by Cynthia A Fuller Declaration of Trust under agreement dated 7/2/2015, Cynthia A Fuller, Trustee
( 4 )These shares are held by LBF Heartland Partnership LLLC - Lynn B Fuller is the General Partner. Wife and two (2) adult sons are Limited Partners.
( 5 )These shares held by Emma O. Fuller Trust dated 9-3-85 Dubuque Bank & Trust, Lynn B Fuller, Trustee
( 6 )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.
( 7 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 8 )Of these restricted stock units, 1/3 vest in 01-2018, 1/3 vest in 01-2019 and 1/3 vest in 01-2020.
( 9 )These restricted stock units vest in 2021 if certain performance measures are achieved by the Issuer.
( 10 )These restricted stock units vest on 3-6-2021 if certain performance measures are achieved by the Issuer.
( 11 )These restricted stock units vest in 2020 if certain performance measures are achieved by the Issuer.
( 12 )These restricted stock units vest on 1-19-2020 if certain performance measures are achieved by the Issuer.
( 13 )Of these restricted stock units, 1/3 vest on 1-19-2017, 1/3 vest on 1-19-2018, and 1/3 vest on 1-19-2019.
( 14 )These restricted stock units vest in 2019 if certain performance measures are achieved by the Issuer.
( 15 )These restricted stock units vest on 1-19-2019 if certain performance measures are achieved by the Issuer.
( 16 )Of these restricted stock units, 1/3 vest on 1-20-2018, 1/3 vest on 1-20-2019, and 1/3 vest on 1-20-2020.
( 17 )Of these restricted stock units, 1/3 vest on 3-11-2017, 1/3 vest on 3-11-2018, and 1/3 vest on 3-11-2019.

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