ENTERPRISE FINANCIAL SERVICES CORP — Director's Dealing 2012

Jan 13, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
CIK: 0001025835
Period of Report: 2011-12-31

Reporting Person: MARSH STEPHEN P (President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10502	Direct
Common Stock	513	Indirect
Common Stock	76507	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Units	$		Common Stock (1256)	1256	Direct
Stock Settled Stock Appreciation Rights	$15.95	2018-07-07	Common Stock (36000)	36000	Direct

Footnotes

F1: The reporting person holds units in the stock fund and the number of shares reported as indirectly held in the 401 (k) plan in this row is an estimate of the number of shares of the issuer's Common Stock held in the unitized stock fund and allocated to the reporting person's account.

F2: The RSUs were granted pursuant to the Company's 2002 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement.

F3: The RSUs vest at a rate of 20% annually over five years, subject to continued employment of the reporting person. Vesting occurs on December 15 of each year, commencing in the calendar year of the grant. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock.

F4: Each SSAR consists of the right to receive an amount, in common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. The SSARs vest at a rate of 20% annually over five years, subject to continued employment of the reporting person. Vesting occurs on July 7 of each year, commencing July 7, 2009.