TFS Financial CORP — Director's Dealing 2016

Dec 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2016-12-02

Reporting Person: WEIL MEREDITH S (Director, COO of subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-02	Common Stock	M	1400	—	Acquired	35561	Direct
2016-12-02	Common Stock	F	460	$18.61	Disposed	35101	Direct
2016-12-02	Common Stock	G	11636	—	Disposed	23465	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-02	Restricted Stock Units	$	M	1400	Disposed		Common Stock (1400.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6313	Indirect
Common Stock	10425	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (16320.0)	16320	Direct
Restricted Stock Units	$		Common Stock (2200.0)	2200	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 (36900.0)	36900	Direct
Employee Stock Option (right to buy)	$11.64	2023-12-03	Common Stock (28700.0)	28700	Direct
Employee Stock Option (right to buy)	$14.81	2025-05-28	Common Stock (108300.0)	108300	Direct
Restricted Stock Units	$		Common Stock (4500.0)	4500	Direct
Employee Stock Option (right to buy)	$11.74	2018-08-10	Common Stock (50000.0)	50000	Direct
Employee Stock Option (right to buy)	$14.0	2020-05-14	Common Stock (31500.0)	31500	Direct
Employee Stock Option (right to buy)	$19.06	2025-12-17	Common Stock (49200.0)	49200	Direct
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

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: On December 6, 2016, the reporting person donated these shares to the Joshua R. Weil Search for Meaning fund at The Cleveland Foundation.

F5: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F6: 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.

F7: 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.

F8: 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.

F9: On a Form 4 filed December 19, 2014, the reporting person received a grant of 3,300 Restricted Stock Units ("RSUs"). The RSUs vest in three equal annual installments beginning December 10, 2015.

F10: As reported on a Form 4 filed 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: As reported on a Form 4 dated December 19, 2011, the reporting person received a grant of 36,900 stock options that vest in three equal annual installments beginning December 15, 2012.

F12: 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.

F13: 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.

F14: 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.

F15: As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 50,000 stock options that vest in three equal annual installments beginning August 11, 2011.

F16: The reporting person received a grant of 31,500 stock options that vest in three equal annual installments beginning May 14, 2011.

F17: 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.

F18: As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 3,600 restricted stock units 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 with TFS Financial Corporation.

F19: 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.