TFS Financial CORP — Director's Dealing 2011

Dec 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2011-12-19

Reporting Person: Stefanski Marc A (Director, Chairman, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-19	Employee Stock Option (right to buy)	$8.61	A	369000	Acquired	2021-12-15	Common Stock (369000)	Direct
2011-12-19	Restricted Stock Units	$	A	55200	Acquired		Common Stock (55200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	71238	Indirect
Common Stock	10000	Indirect
Common Stock	20000	Indirect
Common Stock	10000	Indirect
Common Stock	26000	Indirect
Common Stock	10000	Indirect
Common Stock	10000	Indirect
Common Stock	174000	Indirect
Common Stock	4563	Indirect
Common Stock	7200	Indirect
Common Stock	115738	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$14.00	2020-05-14	Common Stock (315500)	315500	Direct
Employee Stock Option (right to buy)	$11.96	2019-05-11	Common Stock (299600)	299600	Direct
Employee Stock Option (right to buy)	$11.74	2018-08-10	Common Stock (2530700)	2530700	Direct
Restricted Stock Units	$		Common Stock (33400)	33400	Direct
Restricted Stock Units	$		Common Stock (35700)	35700	Direct
Restricted Stock Units	$		Common Stock (701800)	701800	Direct

Footnotes

F1: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F2: Each restricted stock unit represents a contingent right to receive one share of TFS Financial Corporation common stock. Restricted stock units are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock.

F3: As reported on the Form 4 dated May 18, 2010, the reporting person received a grant of 315,500 stock options which vest in three equal annual installments beginning May 14, 2011.

F4: As reported on the Form 4 dated May 14, 2009, the reporting person received a grant for 37,500 stock options that vest in three equal annual installments beginning on May 12, 2010.

F5: As reported on the Form 4 dated August 13, 2008, the reporting person received a grant of 126,500 stock options that vest in four equal annual installments beginning on August 11, 2012.

F6: As reported on the Form 4 dated May 14, 2009, the reporting person received a grant of 4,200 restricted stock units that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

F7: The reporting person received a grant of 35,700 restricted stock units that vest in four equal installments beginning on May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

F8: The reporting person received a grant of 701,800 Restricted Stock Units ("RSUs") on May 11, 2008. These RSUs vest 10% on each of the third through the ninth anniversaries of the date of the grant and 30% on the tenth anniversary of the date of the grant. Vested shares may be distributed to the Reporting Person only after that person's termination of employment from TFS Financial Corporation.

F9: The reporting person received a grant of 369,000 stock options that vest in three equal annual installments beginning on December 15, 2012.

F10: The reporting person received a grant for 55,200 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 15, 2012.