TFS Financial CORP — Director's Dealing 2012

Aug 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2012-08-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-11	Common Stock	M	3387	—	Acquired	3387	Direct
2012-08-11	Common Stock	F	3387	$8.96	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-11	Restricted Stock Units	$	M	3387	Disposed		Common Stock (3387)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	74450	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	5032	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
Employee Stock Option (right to buy)	$8.61	2021-12-15	Common Stock (369000)	369000	Direct
Restricted Stock Units	$		Common Stock (33400)	33400	Direct
Restricted Stock Units	$		Common Stock (35700)	35700	Direct
Restricted Stock Units	$		Common Stock (55200)	55200	Direct

Footnotes

F1: These common shares were acquired upon the vesting and settlement of certain restricted stock units.

F2: These common shares were delivered to the issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.

F3: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F4: 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.

F5: These restricted stock units were surrendered in exchange for common shares of the issuer.

F6: The Reporting Person received a grant of 701,800 Restricted Stock Units ("RSUs") on August 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 the person's termination of employment from TFS Financial Corporation. 3,387 shares were delivered to the issuer on August 13, 2012 to pay for the applicable withholding tax due upon vesting.

F7: 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.

F8: As reported on the Form 4 dated May 14, 2009, the reporting person received a grant for 299,600 stock options that vest in three equal annual installments beginning on May 12, 2010.

F9: As reported on the Form 4 dated August 13, 2008, the reporting person received a grant of 2,530,700 stock options that vest in four equal annual installments beginning on August 11, 2012.

F10: The reporting person received a grant of 369,000 stock options that vest in three equal annual installments beginning on December 15, 2012.

F11: As reported on the Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 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 the person's termination of employment with TFS Financial Corporation.

F12: 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.

F13: 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.