TFS Financial CORP — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2016-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-10	Common Stock	M	1500	—	Acquired	20962	Direct
2016-12-10	Common Stock	M	1100	—	Acquired	22062	Direct
2016-12-10	Common Stock	F	1274	$19.83	Disposed	20788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-10	Restricted Stock Units	$	M	1500	Disposed		Common Stock (1500.0)	Direct
2016-12-10	Restricted Stock Units	$	M	1100	Disposed		Common Stock (1100.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5555	Indirect
Common Stock	5362	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (16320.0)	16320	Direct
Employee Stock Option (right to buy)	$11.95	2019-08-10	Common Stock (25000.0)	25000	Direct
Employee Stock Option (right to buy)	$19.06	2025-12-17	Common Stock (49200.0)	49200	Direct
Employee Stock Option (right to buy)	$14.81	2025-05-28	Common Stock (108300.0)	108300	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
Employee Stock Option (right to buy)	$14.85	2024-12-18	Common Stock (32400.0)	32400	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 December 17, 2015, the reporting person received a grant of 4,500 Restricted Stock Units ("RSUs") on December 15, 2015. These RSUs vest in three equal annual installments beginning December 10, 2016.

F6: As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 3,300 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2015.

F7: As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 20,400 Restricted Stock Units ("RSUs") on May 28, 2015. These RSUs vest in five equal annual installments beginning on May 28, 2016.

F8: 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.

F9: As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 49,200 stock options on December 15, 2015. These stock options vest in three equal annual installments beginning December 10, 2016.

F10: As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 108,300 stock options on May 28, 2015. These stock options vest in five equal annual installments beginning May 28, 2016.

F11: As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 28,700 stock options. These stock options vest in three equal installments beginning December 3, 2014.

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

F13: As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 32,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2015.