Statement of Changes in Beneficial Ownership (4)
August 16 2021 - 3:05PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Huml Paul J |
2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP
[
TFSL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
7007 BROADWAY AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2021 |
(Street)
CLEVELAND, OH 44105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/12/2021 | | M | | 78300 | A | $14.81 | 137844 | D | |
Common Stock | 8/12/2021 | | F | | 67012 (1) | D | $20.26 | 70832 | D (2) | |
Common Stock | 8/12/2021 | | S | | 11288 | D | $20.01 | 59544 | D (2) | |
Common Stock | | | | | | | | 10699 | I | ESOP (3) |
Common Stock | | | | | | | | 48276 | I | By 401(k) (3) |
Common Stock | | | | | | | | 4700 | I | By Spouse's Ira |
Common Stock | | | | | | | | 2000 | I | Child 2 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Performance Restricted Share Units | (4) | | | | | | | (5) | (5) | Common Stock | 12516.0 | | 12516 | D | |
Restricted Stock Units | (4) | | | | | | | (6) | (6) | Common Stock | 2462.0 | | 2462 | D | |
Restricted Stock Units | (4) | | | | | | | (7) | (7) | Common Stock | 3989.0 | | 3989 | D | |
Restricted Stock Units | (4) | | | | | | | (8) | (8) | Common Stock | 7279.0 | | 7279 | D | |
Employee Stock Option (right to buy) | $14.85 | | | | | | | (9) | 12/18/2024 | Common Stock | 32400.0 | | 32400 | D | |
Employee Stock Option (right to buy) | $14.74 | | | | | | | (10) | 1/5/2028 | Common Stock | 156300.0 | | 156300 | D | |
Employee Stock Option (right to buy) | $14.81 | 8/12/2021 | | M | | | 78300 | (11) | 5/28/2025 | Common Stock | 78300.0 | $14.81 | 0 | D | |
Explanation of Responses: |
(1) | Represents shares of common stock delivered to the issuer in payment by the reporting person of the options exercise price and withholding tax. This transaction is exempt under Rule 16b-3(e). |
(2) | Shares are held with shared voting power with spouse. |
(3) | Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended. |
(4) | 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. |
(5) | On November 24, 2020, the reporting person achieved performance level of 112.5% on a target award of 11,900 Performance Share Units ("PSUs"), resulting in a total earned award of 13,388 shares. This represents the final determination of a December 20, 2018 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2020. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and 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 during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2021. |
(6) | As reported on a Form 4 dated December 20, 2018, the reporting person received a grant of 7,900 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2019. |
(7) | As reported on a Form 4 dated December 19, 2019, the reporting person received a grant of 6,400 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2020. |
(8) | On December 17, 2020, the reporting person received a grant of 7,400 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2021. |
(9) | As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 32,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2015. |
(10) | As reported on a Form 4 dated January 8, 2018, the reporting person received a grant of 156,300 stock options. These stock options vest in three equal annual installments beginning December 10, 2018. |
(11) | As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 108,300 stock options on May 28, 2015. These stock options vest in five equal annual installments beginning May 28, 2016. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Huml Paul J 7007 BROADWAY AVENUE CLEVELAND, OH 44105 |
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| Chief Financial Officer |
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Signatures
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Paul J. Huml | | 8/16/2021 |
**Signature of Reporting Person | Date |
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