SEC Form 4 · accession 0000920112-19-000036
HEARTLAND FINANCIAL USA INC · HTLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lynn B Fuller
Officer — Chairman & CEO · Director
Period of report
Jan 22, 2019
Accepted (ET)
Jan 24, 2019 · 7:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000920112
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4 | Jan 22, 2019 | M | 5,300 | $47.54 | A | 662,646 | I | As Trustee |
| Common StockF4 | Jan 22, 2019 | M | 1,151 | $47.54 | A | 663,797 | I | As Trustee |
| Common StockF4 | Jan 22, 2019 | M | 1,666 | $47.54 | A | 665,463 | I | As Trustee |
| Common StockF4 | Jan 22, 2019 | M | 1,587 | $47.54 | A | 667,050 | I | As Trustee |
| Common Stock | holding | — | — | — | 0 | D | ||
| Common StockF1 | holding | — | — | — | 5,000 | I | Spouses Trust | |
| Common StockF2 | holding | — | — | — | 301,616 | I | Family LLLP | |
| Common Stock | holding | — | — | — | 59,019 | I | GST TRUST | |
| Common StockF3 | holding | — | — | — | 12,188 | I | HTLF Retirement Plan | |
| Common StockF4 | holding | — | — | — | 657,346 | I | As Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 Time-Based Restricted StockF5,F6 | — | Jan 22, 2019 | F | 1,151 | D | — | — | Common Stock | 1,152 | 0 | D |
| 2016 Time-Based Restricted StockF5,F11 | — | Jan 22, 2019 | F | 1,587 | D | — | — | Common Stock | 0 | 0 | D |
| 2016 Performance Based Restricted Stock (1-year performance)F5,F13 | — | Jan 22, 2019 | F | 5,300 | D | — | — | Common Stock | 0 | 0 | D |
| 2015 Time-Based Restricted StockF5,F14 | — | Jan 22, 2019 | F | 1,666 | D | — | — | Common Stock | 1,667 | 0 | D |
| 2018 Time-Based Restricted StockF5,F6 | — | holding | — | — | — | — | — | Common Stock | 2,292 | 0 | D |
| 2018 Performance Based Restricted Stock (3-year performance)F5,F7 | — | holding | — | — | — | — | — | Common Stock | 3,056 | 0 | D |
| 2018 Performance Based Restricted Stock (1-year performance)F5,F8 | — | holding | — | — | — | — | — | Common Stock | 2,292 | 0 | D |
| 2017 Time-Based Restricted StockF5,F6 | — | holding | — | — | — | — | — | Common Stock | 2,303 | 0 | D |
| 2017 Performance Based Restricted Stock (3-year performance)F5,F9 | — | holding | — | — | — | — | — | Common Stock | 1,727 | 0 | D |
| 2017 Performance Based Restricted Stock (1-year performance)F5,F10 | — | holding | — | — | — | — | — | Common Stock | 2,108 | 0 | D |
| 2016 Time-Based Restricted StockF5,F11 | — | holding | — | — | — | — | — | Common Stock | 1,587 | 0 | D |
| 2016 Performance Based Restricted Stock (3-year performance)F5,F12 | — | holding | — | — | — | — | — | Common Stock | 2,524 | 0 | D |
| 2016 Performance Based Restricted Stock (1-year performance)F5,F13 | — | holding | — | — | — | — | — | Common Stock | 5,300 | 0 | D |
| 2015 Time-Based Restricted StockF5,F14 | — | holding | — | — | — | — | — | Common Stock | 3,333 | 0 | D |
| 2014 Time-Based Restricted StockF5,F15 | — | holding | — | — | — | — | — | Common Stock | 1,733 | 0 | D |
Explanation of responses
- F1These shares are held by Cynthia A Fuller Declaration of Trust under agreement dated 7/2/2015, Cynthia A Fuller, Trustee
- F10These restricted stock units vest on 1-19-2020 if certain performance measures are achieved by the Issuer.
- F11Of these restricted stock units, 1/3 vest on 1-19-2017, 1/3 vest on 1-19-2018, and 1/3 vest on 1-19-2019.
- F12These restricted stock units vest in 2019 if certain performance measures are achieved by the Issuer.
- F13These restricted stock units vest on 1-19-2019 if certain performance measures are achieved by the Issuer.
- F14Of these restricted stock units, 1/3 vest on 1-20-2018, 1/3 vest on 1-20-2019, and 1/3 vest on 1-20-2020.
- F15Of these restricted stock units, 1/3 vest on 3-11-2017, 1/3 vest on 3-11-2018, and 1/3 vest on 3-11-2019.
- F2These shares are held by LBF Heartland Partnership LLLC - Lynn B Fuller is the General Partner. Wife and two (2) adult sons are Limited Partners.
- F3Represents shares allocated to the reporting person's account under the Heartland Financial USA, Inc. Retirement Plan as a result of the Pension Plan Protectin Act of 2006.
- F4These shares are held by Lynn B. Fuller Trust Under Agreement dated 5-7-96, Lynn B. Fuller Trustee
- F5Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F6Of these restricted stock units, 1/3 vest in 01-2018, 1/3 vest in 01-2019 and 1/3 vest in 01-2020.
- F7These restricted stock units vest in 2021 if certain performance measures are achieved by the Issuer.
- F8These restricted stock units vest on 3-6-2021 if certain performance measures are achieved by the Issuer.
- F9These restricted stock units vest in 2020 if certain performance measures are achieved by the Issuer.