TFS Financial CORP — Director's Dealing 2012

Dec 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2012-12-15

Reporting Person: WEIL MEREDITH S (COO of subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-15	Common Stock	M	1833	—	Acquired	15257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-15	Restricted Stock Units	$	M	1833	Disposed		Common Stock (1833)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9934	Indirect
Common Stock	4215	Indirect
Common Stock	5500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$8.61	2021-12-15	Common Stock (36900)	36900	Direct
Restricted Stock Units	$		Common Stock (3600)	3600	Direct
Employee Stock Option (right to buy)	$11.74	2018-08-10	Common Stock (50000)	50000	Direct
Employee Stock Option (right to buy)	$14.00	2020-05-14	Common Stock (31500)	31500	Direct

Footnotes

F1: As reported on a Form 4 dated December 20, 2011, the reporting person was granted 5,500 Restricted Stock Units ("RSUs") on December 19, 2011. These RSUs vest in three equal annual installments beginning December 15, 2012.

F2: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F3: Shares are held with shared voting power with spouse.

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: As reported on a Form 4 dated December 19, 2011, the reporting person received a grant of 36,900 stock options that vest in three equal annual installments beginning December 15, 2012.

F6: As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 3,600 restricted stock units that vest in four equal annual installments beginning May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

F7: As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 50,000 stock options that vest in three equal annual installments beginning August 11, 2011.

F8: As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 31,500 stock options that vest in three equal annual installments beginning May 14, 2011.