Sec Form 4 Filing - Lee Bruce K @ HEARTLAND FINANCIAL USA INC - 2020-01-02

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
Lee Bruce K
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)
HTLF President and CEO
(Last) (First) (Middle)
1398 CENTRAL AVE
3. Date of Earliest Transaction (MM/DD/YY)
01/02/2020
(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 20,730 D
Common Stock 01/02/2020 A 562 ( 1 ) A $ 44.41 21,292 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
2015 Time-Based Restricted Stock ( 2 ) ( 3 ) ( 3 ) Common Stock 1,333 0 D
2016 Performance Based Restricted Stock (3-year performance) ( 2 ) ( 4 ) ( 4 ) Common Stock 0 0 D
2017 Performance Based Restricted Stock (1-year performance) ( 2 ) ( 5 ) ( 5 ) Common Stock 1,995 0 D
2017 Performance Based Restricted Stock (3-year performance) ( 2 ) ( 6 ) ( 6 ) Common Stock 1,635 0 D
2017 Time-Based Restricted Stock ( 2 ) ( 7 ) ( 7 ) Common Stock 1,090 0 D
2018 Performance Based Restricted Stock (1-year performance) ( 2 ) ( 8 ) ( 8 ) Common Stock 514 0 D
2018 Performance Based Restricted Stock (3-year performance) ( 2 ) ( 9 ) ( 9 ) Common Stock 3,045 0 D
2018 Time-Based Restricted Stock ( 2 ) ( 10 ) ( 10 ) Common Stock 1,523 0 D
2019 Performance Based Restricted Stock (3-year performance) ( 2 ) ( 11 ) ( 11 ) Common Stock 5,328 0 D
2019 Time-Based Restricted Stock ( 2 ) ( 12 ) ( 12 ) Common Stock 5,328 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lee Bruce K
1398 CENTRAL AVE
DUBUQUE, IA52001
HTLF President and CEO
Signatures
/s/ Bruce K. Lee 01/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares purchased through the Employee Stock Purchase Program
( 2 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 3 )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.
( 4 )These restricted stock units vest in 2019 if certain performance measures are achieved by the Issuer.
( 5 )These restricted stock units vest on 1-19-2020 if certain performance measures are achieved by the Issuer.
( 6 )These restricted stock units vest in 2020 if certain performance measures are achieved by the Issuer.
( 7 )Of these restricted stock units, 1/3 vest in 01-2018, 1/3 vest in 01-2019 and 1/3 vest in 01-2020.
( 8 )These restricted stock units vest on 3-6-2021 if certain performance measures are achieved by the Issuer.
( 9 )These restricted stock units vest in 2021 if certain performance measures are achieved by the Issuer.
( 10 )Of these restricted stock units, 1/3 vest on 3-6-2019, 1/3 vest on 3-6-2020, and 1/3 vest on 3-6-2021.
( 11 )These restricted stock units vest in 2022 if certain performance measures are achieved by the Issuer
( 12 )Of these restricted stock units, 1/3 vest on 3-6-2020, 1/3 vest on 3-6-2021, and 1/3 vest on 3-6-2022.

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).
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