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: Kramer Michael Robert (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	A	23850	—	Acquired	23850	Indirect
2018-08-01	Common Stock	A	10600	—	Acquired	10600	Indirect
2018-08-01	Common Stock	A	542	$0.00	Acquired	542	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 the Michael R. Kramer Revocable Trust u/a/d 9/21/1983, as amended (the "MRK Trust"), in exchange for 9,000 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 the sole beneficiary of the MRK Trust.

F2: Represents shares of Meta Common Stock received by the Zina Kramer Revocable Trust u/a/d 12/22/1994, as amended (the "ZK Trust"), in exchange for 4,000 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. The reporting person's wife serves as sole trustee and is the sole beneficiary of the ZK Trust.

F3: Award granted pursuant to the Company's 2002 Omnibus Incentive Plan.

F4: 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.