ENTERPRISE FINANCIAL SERVICES CORP — Director's Dealing 2017

Apr 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
CIK: 0001025835
Period of Report: 2017-04-17

Reporting Person: BENOIST PETER (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-17	Common Stock	M	3970	$22.90	Acquired	30189	Direct
2017-04-17	Common Stock	M	16508	$25.63	Acquired	46697	Direct
2017-04-17	Common Stock	F	12486	$40.40	Disposed	34211	Direct
2017-04-17	Common Stock	M	43178	$20.63	Acquired	77389	Direct
2017-04-17	Common Stock	F	29096	$40.40	Disposed	48293	Direct
2017-04-17	Common Stock	M	50000	$21.49	Acquired	98293	Direct
2017-04-17	Common Stock	F	34628	$40.40	Disposed	63665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-17	Non Qualified Stock Option (Right to Buy)	$22.90	M	3970	Disposed	2018-01-05	Common Stock (3970)	Direct
2017-04-17	Stock Settled Stock Appreciation Rights	$25.63	M	16508	Disposed	2017-06-15	Common Stock (16508)	Direct
2017-04-17	Stock Settled Stock Appreciation Rights	$20.63	M	43178	Disposed	2018-06-13	Common Stock (43178)	Direct
2017-04-17	Stock Settled Stock Appreciation Rights	$21.49	M	50000	Disposed	2018-09-24	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1184	Indirect
Common Stock	152045	Indirect
Common Stock	24272	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Units	$		Common Stock (280)	280	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: Options vest 33% per year for three years

F3: 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 employement of the reporting person. Vesting occurs on December 15 of each year, commencing December 15, 2007.

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 December 15 of each year, commencing December 15, 2008.

F5: 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 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on September 24 of each year, commencing September 24, 2009.

F6: 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.

F7: 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.