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: Goik Michael K (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	A	4624	—	Acquired	4624	Indirect
2018-08-01	Common Stock	A	15900	—	Acquired	15900	Direct
2018-08-01	Common Stock	A	42481	$0.00	Acquired	58381	Direct

Footnotes

F1: Represents shares of common stock, $0.01 par value per share ("Meta Common Stock"), of Meta Financial Group, Inc. ("Meta") received in exchange for 1,745 shares of common stock, no par value per share ("Crestmark Common Stock"), of Crestmark Bancorp, Inc. ("Crestmark") 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 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").

F2: Represents shares of Meta Common Stock received by the reporting person in exchange for 6,000 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.

F3: All of which 42,481 shares of Meta Common Stock are restricted stock granted to the reporting person that will vest in six nearly equal installments on each of August 1, 2019, August 1, 2020, August 1, 2021, August 1, 2022, August 1, 2023 and August 1, 2024.