TFS Financial CORP — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2014-06-02

Reporting Person: PAULETT TERENCE C (Chief Risk Off of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Common Stock	M	50000	$11.74	Acquired	50000	Direct
2014-06-02	Common Stock	F	45649	$13.47	Disposed	4351	Direct
2014-06-02	Common Stock	S	4351	$13.37	Disposed	0	Direct
2014-06-02	Common Stock	M	13900	$9.43	Acquired	13900	Direct
2014-06-02	Common Stock	F	11064	$13.47	Disposed	2836	Direct
2014-06-02	Common Stock	S	2836	$13.37	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Employee Stock Option (right to buy)	$11.74	M	50000	Disposed	2018-08-10	Common Stock (50000.0)	Direct
2014-06-02	Employee Stock Option (right to buy)	$9.43	M	13900	Disposed	2022-12-15	Common Stock (13900.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17482	Direct
Common Stock	5725	Indirect
Common Stock	5328	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.64	2023-12-03	Common Stock (28700.0)	28700	Direct
Restricted Stock Units	$		Common Stock (3867.0)	3867	Direct
Restricted Stock Units	$		Common Stock (20000.0)	20000	Direct
Restricted Stock Units	$		Common Stock (4200.0)	4200	Direct
Employee Stock Option (right to buy)	$8.61	2021-12-14	Common Stock (40000.0)	40000	Direct

Footnotes

F1: Corresponds to the exercise price of the stock options.

F2: Represents shares of common stock delivered to the issuer in payment by the reporting person of the options exercise price and withholding tax. This transaction is exempt under Rule 16b-3(e).

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

F4: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F5: The reporting person received a grant of 50,000 stock options that vest in three equal annual installments beginning August 11, 2011. The reporting person exercised 50,000 of his stock options on June 2, 2014.

F6: 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. The reporting person exercised 13,900 of his stock options on June 2, 2014.

F7: 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.

F8: 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.

F9: 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.

F10: The reporting person received a grant of 20,000 restricted stock units on December 19, 2011, which vest 100% on December 15, 2014.

F11: 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.

F12: The reporting person received a grant of 40,000 stock options on December 19, 2011, which vest 100% on December 15, 2014.