SEC Form 4 · accession 0001381668-16-000238
TFS Financial CORP · TFSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc A Stefanski
Officer — Chairman, President and CEO · Director
Period of report
Aug 4, 2016
Accepted (ET)
Aug 5, 2016 · 1:53 pm EDT
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 Stock | Aug 4, 2016 | M | 300,000 | $11.74 | A | 300,000 | D | |
| Common StockF1 | Aug 4, 2016 | F | 244,324 | $18.14 | D | 55,676 | D | |
| Common Stock | Aug 4, 2016 | S | 55,676 | $18.08 | D | 0 | D | |
| Common StockF2 | holding | — | — | — | 6,851 | I | BY ESOP | |
| Common StockF2 | holding | — | — | — | 86,747 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 17,800 | I | By Child 4 | |
| Common Stock | holding | — | — | — | 20,800 | I | By Child 5 | |
| Common Stock | holding | — | — | — | 115,738 | I | Trustee for sibling trust | |
| Common Stock | holding | — | — | — | 7,200 | I | POA on siblings IRA |
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)F3 | $11.74 | Aug 4, 2016 | M | 300,000 | D | — | Aug 10, 2018 | Common Stock | 300,000 | 490,700 | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | 22,067 | 22,067 | D |
| Employee Stock Option (right to buy)F6 | $11.96 | holding | — | — | — | — | May 11, 2019 | Common Stock | 299,600 | 299,600 | D |
| Restricted Stock UnitsF4,F7 | — | holding | — | — | — | — | — | Common Stock | 13,867 | 13,867 | D |
| Employee Stock Option (right to buy)F8 | $8.61 | holding | — | — | — | — | Dec 15, 2021 | Common Stock | 369,000 | 369,000 | D |
| Employee Stock Option (right to buy)F9 | $14.85 | holding | — | — | — | — | Dec 18, 2024 | Common Stock | 383,600 | 383,600 | D |
| Restricted Stock UnitsF4,F10 | — | holding | — | — | — | — | — | Common Stock | 17,800 | 17,800 | D |
| Employee Stock Option (right to buy)F11 | $19.06 | holding | — | — | — | — | Dec 17, 2025 | Common Stock | 196,700 | 196,700 | D |
| Restricted Stock UnitsF4,F12 | — | holding | — | — | — | — | — | Common Stock | 33,400 | 33,400 | D |
| Restricted Stock UnitsF4,F13 | — | holding | — | — | — | — | — | Common Stock | 693,048 | 693,048 | D |
| Restricted Stock UnitsF4,F14 | — | holding | — | — | — | — | — | Common Stock | 35,700 | 35,700 | D |
| Employee Stock Option (right to buy)F15 | $14.00 | holding | — | — | — | — | May 14, 2020 | Common Stock | 315,500 | 315,500 | D |
| Employee Stock Option (right to buy)F16 | $11.64 | holding | — | — | — | — | Dec 3, 2023 | Common Stock | 286,500 | 286,500 | D |
| Employee Stock Option (right to buy)F17 | $9.43 | holding | — | — | — | — | Dec 15, 2022 | Common Stock | 416,700 | 416,700 | D |
Explanation of responses
- F1Represents 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).
- F10As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 17,800 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2016.
- F11As 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.
- F12As 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.
- F13As 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.
- F14As 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.
- F15As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 315,500 stock options which vest in three equal annual installments beginning May 14, 2011.
- F16As 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.
- F17As reported on a Form 4 dated January 2, 2013, the reporting person received a grant of 416,700 stock options on December 28, 2012. These stock options vest in three equal installments beginning December 15, 2013.
- F2Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
- F3As reported on a Form 4 dated August 13, 2008, the reporting person received a grant of 2,530,700 stock options that vest in four equal annual installments beginning on August 11, 2012. The reporting person previously exercised 1,740,000 of these stock options.
- F4Each 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.
- F5As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 33,100 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2015.
- F6As reported on a Form 4 dated May 14, 2009, the reporting person received a grant for 299,600 stock options that vest in three equal annual installments beginning on May 12, 2010.
- F7As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 41,600 Restricted Stock Units ("RSU's") on December 3, 2013. These RSU's vest in three equal installments beginning December 3, 2014.
- F8As reported on a Form 4 dated December 20, 2011, the reporting person received a grant of 369,000 stock options that vest in three equal annual installments beginning on December 15, 2012.
- F9As 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.