TFS Financial CORP — Director's Dealing 2014

Dec 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2014-12-15

Reporting Person: Zbanek Cathy W (Chief Mkting Off of subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-15	Common Stock	M	20000	—	Acquired	23940	Direct
2014-12-15	Common Stock	F	9490	$14.81	Disposed	14450	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-15	Restricted Stock Units	$	M	20000	Disposed		Common Stock (20000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4428	Indirect
Common Stock	5290	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.95	2019-08-10	Common Stock (25000.0)	25000	Direct
Employee Stock Option (right to buy)	$11.64	2023-12-03	Common Stock (28700.0)	28700	Direct
Employee Stock Option (right to buy)	$8.61	2021-12-19	Common Stock (40000.0)	40000	Direct
Restricted Stock Units	$		Common Stock (2800.0)	2800	Direct

Footnotes

F1: These common shares were delivered to the issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.

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

F3: 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.

F4: On December 19, 2011, the reporting person received a grant of 20,000 Restricted Stock Units ("RSU's") that vest on December 15, 2014.

F5: The reporting person received a grant of 25,000 stock options on March 12, 2009. These stock options vest in three equal annual installments beginning August 11, 2011.

F6: As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 28,700 stock options on December 3, 2013. These stock options vest in three equal installments beginning December 3, 2014.

F7: The reporting person received a grant of 40,000 stock options on December 19, 2011. These stock options vest in three equal annual installments beginning December 15, 2014.

F8: As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 4,200 Restricted Stock Units ("RSU's") on December 3, 2013. These RSU's vest in three equal annual installments beginning December 3, 2014.