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: Huml Paul J (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-10	Common Stock	M	1500	—	Acquired	25887	Direct
2016-12-10	Common Stock	M	1100	—	Acquired	26987	Direct
2016-12-10	Common Stock	F	1274	$19.83	Disposed	25713	Direct
2016-12-12	Common Stock	S	1326	$19.65	Disposed	24387	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	4700	Indirect
Common Stock	2000	Indirect
Common Stock	37595	Indirect
Common Stock	6313	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)	$14.81	2025-05-28	Common Stock (108300.0)	108300	Direct
Employee Stock Option (right to buy)	$14.85	2024-12-18	Common Stock (32400.0)	32400	Direct
Employee Stock Option (right to buy)	$8.61	2021-12-15	Common Stock (40000.0)	40000	Direct
Employee Stock Option (right to buy)	$19.06	2025-12-17	Common Stock (49200.0)	49200	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: 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: 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.

F6: 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.

F7: 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.

F8: As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 20,400 Restricted Stock Units ("RSUs"). The RSUs vest in five equal annual installments beginning on May 28, 2016.

F9: 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.

F10: 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.

F11: The reporting person received a grant of 40,000 stock options that vest 100% on December 15, 2014.

F12: 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.