PATHWARD FINANCIAL, INC. — Director's Dealing 2018

Aug 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: META FINANCIAL GROUP INC (CASH)
CIK: 0000907471
Period of Report: 2018-08-01

Reporting Person: Tull William David (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	A	166560	—	Acquired	166560	Indirect
2018-08-01	Common Stock	A	166560	—	Acquired	166560	Indirect
2018-08-01	Common Stock	A	56445	—	Acquired	56445	Indirect
2018-08-01	Common Stock	A	4759	—	Acquired	4759	Indirect
2018-08-01	Common Stock	A	21200	$0.00	Acquired	21200	Direct
2018-08-01	Common Stock	A	542	$0.00	Acquired	21742	Direct

Footnotes

F1: Represents shares of common stock, $0.01 par value per share ("Meta Common Stock"), of Meta Financial Group, Inc. ("Meta") received by W. David Tull Revocable Trust dated 8/22/17 (the "DT Trust") in exchange for 62,853 shares of common stock, no par value per share ("Crestmark Common Stock"), of Crestmark Bancorp, Inc. ("Crestmark") pursuant to the merger of Crestmark with and into Meta, with Meta continuing as the surviving entity (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of January 9, 2018, among, Meta, MetaBank, Crestmark and Crestmark Bank. As of the effective time of the Merger on August 1, 2018 (the "Effective Time"), each share of Crestmark Common Stock automatically converted into the right to receive 2.65 shares of Meta Common Stock along with cash in lieu of any fractional share (the "Merger Consideration"). The reporting person serves as sole trustee and is co-beneficiary of the DT Trust.

F2: Represents shares of Meta Common Stock received by Renee Tull Revocable Trust dated 8/22/17 (the "RT Trust") in exchange for 62,853 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration. The reporting person's wife is the trustee of the RT Trust, and the reporting person and the reporting person's wife are the co-beneficiaries of the RT Trust.

F3: Represents shares of Meta Common Stock received by the Helen P. Tull 2018 Trust u/a/d 6/27/2018 (the "HPT Trust") in exchange for 21,300 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration. The reporting person serves as co-trustee of the HPT Trust.

F4: Represents shares of Meta Common Stock received in exchange for 1,796 shares of Crestmark Common Stock held for the reporting person's account under the Crestmark Employee Stock Ownership Plan, which were acquired in exchange for shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration.

F5: Represents shares of Meta Common Stock received by the reporting person in exchange for 8,000 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration.

F6: Award granted pursuant to the Company's 2002 Omnibus Incentive Plan.

F7: The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.