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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Herr Michael C 		2. Issuer Name and Ticker or Trading Symbol

VIST FINANCIAL CORP [ VIST ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COO Vist Insurance
(Last)          (First)          (Middle)

1240 BROADCASTING ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/24/2012
(Street)

WYOMISSING, PA 19610
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/15/2010   (1)   F    400   A $7.05   4943   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
stock options (right to buy)   $7.05   12/15/2010   (2)   A      2333       1/24/2012   12/15/2020   common stock (right to buy)   2333   $7.05   2333   D    

Explanation of Responses:
( 1)  On December 15, 2010, the reporting person was granted a total of 800 shares of restricted stock under the issuer's 2007 Equity Incentive Plan based on the attainment of specified individual or corporate performance criteria for the year ended December 31, 2011, The corporate performance criteria for the year ended December 31, 2011 were not met resulting in the forfeiture of 400 shares and reported above. The individual performance criteria for the year ended December 31, 2011 were met and accordingly 400 shares of restricted stock will vest in three annual installments beginning January 24, 2012.
( 2)  On December 15, 2010, the reporting person was granted options to purchase a total of 4,666 shares of common stock based on attainment of specified individual or corporate performance criteria for the year ended December 31, 2011. The individual performance criteria for the year ended December 31, 2011 were met resulting in the vesting of options as to 2,333 shares and reported above. The corporate performance criteria for the year ended December 31, 2011 were not met and accordingly options to purchase 2,333 shares of common stock expired.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Herr Michael C
1240 BROADCASTING ROAD
WYOMISSING, PA 19610

COO Vist Insurance

Signatures
Jenette L. Eck, attorney-in-fact 1/25/2012
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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