Sec Form 4 Filing - SCHIRALDI RICHARD J @ FIRST DEFIANCE FINANCIAL CORP - 2020-01-31

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 SCHIRALDI RICHARD J 2. Issuer Name and Ticker or Trading Symbol FIRST DEFIANCE FINANCIAL CORP [ FDEF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 601 CLINTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2020 (Street) DEFIANCE, OH43512 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 Shares 01/31/2020 A 2,033 A 2,033 D Common Shares 01/31/2020 A 57,383 A 57,383 I The Richard J. Schiraldi Revocable Trust

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 Stock Option (Right to Buy) $ 3.83 01/31/2020 A 2,041 01/31/2020 10/07/2022 Common Shares 2,041 ( 2 ) 2,041 D Stock Option (Right to Buy) $ 4.04 01/31/2020 A 1,436 01/31/2020 01/06/2021 Common Shares 1,436 ( 2 ) 1,436 D Stock Option (Right to Buy) $ 3.23 01/31/2020 A 1,763 01/31/2020 04/07/2021 Common Shares 1,763 ( 2 ) 1,763 D Stock Option (Right to Buy) $ 3.5 01/31/2020 A 1,638 01/31/2020 07/07/2021 Common Shares 1,638 ( 2 ) 1,638 D Stock Option (Right to Buy) $ 3.34 01/31/2020 A 1,741 01/31/2020 10/06/2021 Common Shares 1,741 ( 2 ) 1,741 D Stock Option (Right to Buy) $ 3.48 01/31/2020 A 1,719 01/31/2020 01/05/2022 Common Shares 1,719 ( 2 ) 1,719 D Stock Option (Right to Buy) $ 5.68 01/31/2020 A 1,024 01/31/2020 04/05/2022 Common Shares 1,024 ( 2 ) 1,024 D Stock Option (Right to Buy) $ 8.19 01/31/2020 A 696 01/31/2020 07/05/2022 Common Shares 696 ( 2 ) 696 D Stock Option (Right to Buy) $ 9.24 01/31/2020 A 608 01/31/2020 10/04/2022 Common Shares 608 ( 2 ) 608 D Stock Option (Right to Buy) $ 9.16 01/31/2020 A 608 01/31/2020 01/03/2023 Common Shares 608 ( 2 ) 608 D Stock Option (Right to Buy) $ 10.88 01/31/2020 A 513 01/31/2020 04/04/2023 Common Shares 513 ( 2 ) 513 D Stock Option (Right to Buy) $ 11.63 01/31/2020 A 481 01/31/2020 07/03/2023 Common Shares 481 ( 2 ) 481 D Stock Option (Right to Buy) $ 10.29 01/31/2020 A 546 01/31/2020 10/03/2023 Common Shares 546 ( 2 ) 546 D Stock Option (Right to Buy) $ 9.48 01/31/2020 A 666 01/31/2020 01/02/2024 Common Shares 666 ( 2 ) 666 D Stock Option (Right to Buy) $ 10.8 01/31/2020 A 679 01/31/2020 04/03/2024 Common Shares 679 ( 2 ) 679 D Stock Option (Right to Buy) $ 11.31 01/31/2020 A 676 01/31/2020 04/03/2024 Common Shares 676 ( 2 ) 676 D Stock Option (Right to Buy) $ 12.76 01/31/2020 A 624 01/31/2020 10/02/2024 Common Shares 624 ( 2 ) 624 D Stock Option (Right to Buy) $ 14.41 01/31/2020 A 814 01/31/2020 01/08/2025 Common Shares 814 ( 2 ) 814 D Stock Option (Right to Buy) $ 14.86 01/31/2020 A 805 01/31/2020 04/02/2025 Common Shares 805 ( 2 ) 805 D Stock Option (Right to Buy) $ 14.51 01/31/2020 A 839 01/31/2020 07/02/2025 Common Shares 839 ( 2 ) 839 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHIRALDI RICHARD J 601 CLINTON STREET DEFIANCE, OH43512 X Signatures /s/ Richard J. Schiraldi by Jude J. Nohra, P.O.A 02/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated September 9, 2019, by and between First Defiance Financial Corp. (the "Issuer") and United Community Financial Corp. ("UCFC"), UCFC was merged into the Issuer on January 31, 2020 (the "Merger"), and each share of common stock of UCFC, having a market value of $10.93 on the effective date of the Merger, held by the reporting person was converted into the right to receive .3715 shares of common stock of the Issuer, having a market value of $29.39 on the effective date of the Merger, plus cash in lieu of any fractional ( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase shares of common stock of UCFC ("UCFC Option") fully vested and was converted into an option to purchase .3715 shares of common stock of the Issuer, having a market value of $29.39 on the effective date of the Merger, at an exercise price equal to the exercise price of the UCFC Option divided by .3715.

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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