Statement of Changes in Beneficial Ownership (4)
September 15 2021 - 4:12PM
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
*
Stefanski Marc A |
2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP
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TFSL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO |
(Last)
(First)
(Middle)
7007 BROADWAY AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2021 |
(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 | 5/14/2021 | | J | | 3449 (1) | A | $22.03 | 190248 | D | |
Common Stock | 5/14/2021 | | J | | 3449 (1) | D | $22.03 | 60371 | I | Trust Beneficiary |
Common Stock | | | | | | | | 8000 | I | By Spouse |
Common Stock | | | | | | | | 98819 | I | By 401(k) (2) |
Common Stock | | | | | | | | 9066 | I | BY ESOP (2) |
Common Stock | | | | | | | | 115738 | I | Trustee for sibling trust |
Common Stock | | | | | | | | 16200 | I | Trustee for daughter's trust |
Common Stock | | | | | | | | 7200 | I | POA on siblings IRA |
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 | (3) | | | | | | | (4) | (4) | Common Stock | 17550.0 | | 17550 | D | |
Restricted Stock Units | (3) | | | | | | | (5) | (5) | Common Stock | 693048.0 | | 693048 | D | |
Restricted Stock Units | (3) | | | | | | | (6) | (6) | Common Stock | 35700.0 | | 35700 | D | |
Restricted Stock Units | (3) | | | | | | | (7) | (7) | Common Stock | 33400.0 | | 33400 | D | |
Restricted Stock Units | (3) | | | | | | | (8) | (8) | Common Stock | 32300.0 | | 32300 | D | |
Restricted Stock Units | (3) | | | | | | | (9) | (9) | Common Stock | 18600.0 | | 18600 | D | |
Restricted Stock Units | (3) | | | | | | | (10) | (10) | Common Stock | 11600.0 | | 11600 | D | |
Employee Stock Option (right to buy) | $19.06 | | | | | | | (11) | 12/17/2025 | Common Stock | 196700.0 | | 196700 | D | |
Employee Stock Option (right to buy) | $11.64 | | | | | | | (12) | 12/3/2023 | Common Stock | 286500.0 | | 286500 | D | |
Employee Stock Option (right to buy) | $14.85 | | | | | | | (13) | 12/18/2024 | Common Stock | 383600.0 | | 383600 | D | |
Explanation of Responses: |
(1) | Reporting person transferred 3,449 shares from an indirect beneficiary account to a direct ownership account. |
(2) | Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended. |
(3) | 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. |
(4) | On November 24, 2020, the reporting person achieved performance level of 112.5% on a target award of 15,600 Performance Share Units ("PSUs"), resulting in a total earned award of 17,550 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. |
(5) | As reported on a Form 4 dated August 13, 2008, the Reporting Person received a grant of 701,800 Restricted Stock Units ("RSUs") on August 11, 2008. These RSUs vest 10% on each of the third through the ninth anniversaries of the date of the grant and 30% on the tenth anniversary of the date of the grant. Vested shares may be distributed to the Reporting Person only after the person's termination of employment from TFS Financial Corporation. A total of 8,752 shares were delivered to the issuer to pay for the applicable withholding tax due upon vesting. |
(6) | As reported on a Form 4 dated May 18, 2010, the Reporting Person received a grant of 35,700 restricted stock units that vest in four equal installments beginning on May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation. |
(7) | As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 stock units that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the reporting person only after the person's termination of employment with TFS Financial Corporation. |
(8) | On December 17, 2020, the reporting person received a grant of 32,300 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, 2019, the reporting person received a grant of 27,900 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2020 |
(10) | On December 20, 2018, the reporting person received a grant of 34,800 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2019. |
(11) | As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 196,700 stock options. These stock options vest in three equal annual installments beginning December 10, 2016. |
(12) | As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 286,500 stock options. These stock options vest in three equal installments beginning December 3, 2014. |
(13) | As reported on a Form 4 dated December 19, 2014, the reporting person received a grants of 383,600 stock options. These options vest in three equal annual installments beginning December 10, 2015. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stefanski Marc A 7007 BROADWAY AVENUE CLEVELAND, OH 44105 | X |
| Chairman, President and CEO |
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Signatures
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/s/ Paul J. Huml, Pursuant to Power of Attorney | | 9/15/2021 |
**Signature of Reporting Person | Date |
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