ENTERPRISE FINANCIAL SERVICES CORP — Director's Dealing 2018

Dec 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
CIK: 0001025835
Period of Report: 2018-11-30

Reporting Person: LALLY JAMES BRIAN (CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-30	Common Stock	J	306	$37.99	Acquired	37804	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12012	Indirect
Common Stock	9270	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Units	$		Common Stock (1052)	1052	Direct
Stock Settled Stock Appreciation Rights	$10.14	2020-08-02	Common Stock (15000)	15000	Direct

Footnotes

F1: The reporting person is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2018 Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of June 1, 2018 through November 30, 2018. This transaction is exempt under Section 16b-3(c).

F2: In accordance with the terms of the ESPP, the reported shares were acquired based on 85% of the closing price of the Issuer's common stock on November 30, 2018.

F3: 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.

F4: These shares are held jointly with spouse.

F5: The RSU's were granted pursuant to the Company's 2018 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement.

F6: The RSU's vest 100% in the first quarter of 2021, subject to continued employment by the reporting person.

F7: 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 August 2, of each year, commencing August 2, 2011.