SEC Form 4 · accession 0001381668-15-000095
TFS Financial CORP · TFSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David S Huffman
Officer — Chief Financial Officer
Period of report
Nov 9, 2015
Accepted (ET)
Nov 10, 2015 · 10:57 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001381668
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 9, 2015 | M | 37,500 | $11.96 | A | 44,455 | D | |
| Common StockF2 | Nov 9, 2015 | F | 31,043 | $18.31 | D | 13,412 | D | |
| Common Stock | Nov 9, 2015 | S | 6,457 | $18.32 | D | 6,955 | D | |
| Common StockF1 | Nov 9, 2015 | M | 31,500 | $14.00 | A | 38,455 | D | |
| Common StockF2 | Nov 9, 2015 | F | 27,819 | $18.31 | D | 10,636 | D | |
| Common Stock | Nov 9, 2015 | S | 3,681 | $18.32 | D | 6,955 | D | |
| Common Stock | holding | — | — | — | 45,175 | I | By Spouse | |
| Common StockF3 | holding | — | — | — | 5,914 | I | By ESOP | |
| Common StockF3 | holding | — | — | — | 54,152 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $11.96 | Nov 9, 2015 | M | 37,500 | D | — | May 11, 2019 | Common Stock | 37,500 | 0 | D |
| Employee Stock Option (right to buy)F5 | $14.00 | Nov 9, 2015 | M | 31,500 | D | — | May 14, 2020 | Common Stock | 31,500 | 0 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Common Stock | 3,600 | 3,600 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | — | — | Common Stock | 2,800 | 2,800 | D |
| Employee Stock Option (right to buy)F9 | $14.81 | holding | — | — | — | — | May 28, 2025 | Common Stock | 108,300 | 108,300 | D |
| Restricted Stock UnitsF6,F10 | — | holding | — | — | — | — | — | Common Stock | 1,934 | 1,934 | D |
| Employee Stock Option (right to buy)F11 | $9.43 | holding | — | — | — | — | Dec 15, 2022 | Common Stock | 41,700 | 41,700 | D |
| Employee Stock Option (right to buy)F12 | $8.61 | holding | — | — | — | — | Dec 15, 2021 | Common Stock | 36,900 | 36,900 | D |
| Employee Stock Option (right to buy)F13 | $14.85 | holding | — | — | — | — | Dec 18, 2024 | Common Stock | 32,400 | 32,400 | D |
| Employee Stock Option (right to buy)F14 | $11.64 | holding | — | — | — | — | Dec 3, 2023 | Common Stock | 28,700 | 28,700 | D |
| Restricted Stock UnitsF6,F15 | — | holding | — | — | — | — | — | Common Stock | 4,200 | 4,200 | D |
| Restricted Stock UnitsF6,F16 | — | holding | — | — | — | — | — | Common Stock | 3,300 | 3,300 | D |
| Restricted Stock UnitsF6,F17 | — | holding | — | — | — | — | — | Common Stock | 20,400 | 20,400 | D |
| Restricted Stock UnitsF6,F18 | — | holding | — | — | — | — | — | Common Stock | 33,605 | 33,605 | D |
Explanation of responses
- F1Corresponds to the exercise price of the stock options.
- F10As reported on a Form 4 dated January 2, 2013, the reporting person received a grant of 5,800 Restricted Stock Units ("RSU's") on December 28, 2012. These RSU's vest in three equal annual installments beginning December 15, 2013.
- F11As reported on a Form 4 dated December 28, 2012, the reporting person received a grant of 41,700 stock options on December 28, 2012. These stock options vest in three equal installments beginning December 15, 2013.
- F12As reported on a Form 4 dated December 20, 2011, the reporting person received a grant of 36,900 stock options on December 19, 2011 that vest in three equal annual installments beginning December 15, 2012.
- F13As 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.
- F14As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 28,700 stock options on December 3, 2013. These stock options vest in three equal installments beginning December 3, 2014.
- F15As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 4,200 Restricted Stock Units ("RSUs") that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.
- F16As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 3,300 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2015.
- F17As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 20,400 Restricted Stock Units ("RSUs") on May 28, 2015. These RSUs vest in five equal annual installments beginning on May 28, 2016.
- F18As reported on a Form 4 dated August 13, 2008, the reporting person was granted 35,100 restricted stock units that 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 that person's termination of employment with TFS Financial Corporation. 1,495 shares were delivered to the issuer on June 25, 2014 to pay for applicable tax due upon vesting.
- F2Represents 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).
- F3Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
- F4As reported on a Form 4 dated May 14, 2009, the reporting person received a grant for 37,500 stock options that vest in three equal annual installments beginning on May 12, 2010.
- F5As reported on a Form 4 dated May 18, 2010, the reporting person received a grant for 31,500 stock options that vest in three equal annual installments beginning on May 14, 2011.
- F6Each 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.
- F7As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 3,600 restricted stock units ("RSUs") that vest in four equal annual installments beginning May 14, 2011. Vested shares may be distributed to the reporting person only after that person's termination of employment from TFS Financial Corporation.
- F8As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 4,200 Restricted Stock Units ("RSU's") on December 3, 2013. These RSU's vest in three equal annual installments beginning December 3, 2014.
- F9As 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.