TFS Financial CORP — Director's Dealing 2016

Aug 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2016-08-08

Reporting Person: Huffman David S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-08	Common Stock	M	19133	$11.64	Acquired	31221	Direct
2016-08-08	Common Stock	M	10800	$14.85	Acquired	42021	Direct
2016-08-08	Common Stock	F	14413	$18.41	Disposed	27608	Direct
2016-08-08	Common Stock	F	9401	$18.40	Disposed	18207	Direct
2016-08-08	Common Stock	S	4720	$18.43	Disposed	13487	Direct
2016-08-08	Common Stock	S	1399	$18.43	Disposed	12088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-08	Employee Stock Option (right to buy)	$11.64	M	19133	Disposed	2023-12-03	Common Stock (19133.0)	Direct
2016-08-08	Employee Stock Option (right to buy)	$14.85	M	10800	Disposed	2024-12-18	Common Stock (10800.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45175	Indirect
Common Stock	6476	Indirect
Common Stock	55482	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (3600.0)	3600	Direct
Restricted Stock Units	$		Common Stock (1400.0)	1400	Direct
Restricted Stock Units	$		Common Stock (2200.0)	2200	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
Restricted Stock Units	$		Common Stock (4200.0)	4200	Direct
Employee Stock Option (right to buy)	$19.06	2025-12-17	Common Stock (49200.0)	49200	Direct
Restricted Stock Units	$		Common Stock (16320.0)	16320	Direct
Restricted Stock Units	$		Common Stock (33605.0)	33605	Direct

Footnotes

F1: Represents shares of common stock withheld by the issuer in payment by the reporting person of the exercise price. This transaction is exempt under Rule 16b-3(e).

F2: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F3: 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.

F4: 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.

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 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.

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 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.

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 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.

F11: As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 4,200 Restricted Stock Units ("RSUs") 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: 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.

F13: 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.

F14: 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 tax due upon vesting.