TFS Financial CORP — Director's Dealing 2014

Jun 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2014-06-25

Reporting Person: Huffman David S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-25	Common Stock	M	1495	—	Acquired	5856	Direct
2014-06-25	Common Stock	M	112	—	Acquired	5968	Direct
2014-06-25	Common Stock	M	236	—	Acquired	6204	Direct
2014-06-25	Common Stock	M	256	—	Acquired	6460	Direct
2014-06-25	Common Stock	F	2099	$14.09	Disposed	4361	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-25	Restricted Stock Units	$	M	1495	Disposed		Common Stock (1495.0)	Direct
2014-06-25	Restricted Stock Units	$	M	112	Disposed		Common Stock (112.0)	Direct
2014-06-25	Restricted Stock Units	$	M	236	Disposed		Common Stock (236.0)	Direct
2014-06-25	Restricted Stock Units	$	M	256	Disposed		Common Stock (256.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5328	Indirect
Common Stock	45175	Indirect
Common Stock	52402	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (3600.0)	3600	Direct
Employee Stock Option (right to buy)	$9.43	2022-12-15	Common Stock (41700.0)	41700	Direct
Employee Stock Option (right to buy)	$11.74	2018-08-10	Common Stock (126500.0)	126500	Direct
Employee Stock Option (right to buy)	$8.61	2021-12-15	Common Stock (36900.0)	36900	Direct
Employee Stock Option (right to buy)	$14.0	2020-05-14	Common Stock (31500.0)	31500	Direct
Employee Stock Option (right to buy)	$11.96	2019-05-11	Common Stock (37500.0)	37500	Direct
Employee Stock Option (right to buy)	$11.64	2023-12-03	Common Stock (28700.0)	28700	Direct
Restricted Stock Units	$		Common Stock (4200.0)	4200	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: As reported on a Form 4 dated August 13, 2008, the reporting person was granted 35,100 restricted stock units that 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 with TFS Financial Corporation. 1,495 shares were delivered to the issuer on June 25, 2014 to pay for applicable withholding tax due upon vesting.

F6: 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. 112 shares were delivered to the issuer on June 25, 2014 to pay for applicable withholding tax due upon vesting.

F7: The reporting person received a grant of 5,800 Restricted Stock Units ("RSU's") on December 28, 2012. These RSU's vest in three equal annual installments beginning December 15, 2013. 236 shares were delivered to the issuer on June 25, 2014 to pay for the applicable withholding tax due upon vesting.

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. 256 shares were delivered to the issuer on June 25, 2014 to pay for the applicable withholding tax due upon vesting.

F9: As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 3,600 restricted stock units ("RSUs") 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 from TFS Financial Corporation.

F10: The reporting person received a grant of 41,700 stock options on December 28, 2012. These stock options vest in three equal installments beginning December 15, 2013.

F11: As reported on a 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.

F12: As reported on a Form 4 dated December 20, 2011, the reporting person received a grant of 36,900 stock options on December 19, 2011 that vest in three equal annual installments beginning December 15, 2012.

F13: As reported on a Form 4 dated May 18, 2010, the reporting person received a grant for 31,500 stock options that vest in three equal annual installments beginning on May 14, 2011.

F14: As reported on a 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.

F15: 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.

F16: As reported on a 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.