TFS Financial CORP — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2016-03-02

Reporting Person: Motta Anna Maria P (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common Stock	M	20000	$11.74	Acquired	60283	Direct
2016-03-02	Common Stock	F	15787	$17.07	Disposed	44496	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-02	Employee Stock Option (right to buy)	$11.74	M	20000	Disposed	2018-08-10	Common Stock (20000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect
Common Stock	6608	Indirect
Common Stock	10900	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (13000.0)	13000	Direct
Employee Stock Option (right to buy)	$8.61	2021-12-19	Common Stock (15000.0)	15000	Direct
Employee Stock Option (right to buy)	$15.08	2024-12-11	Common Stock (26000.0)	26000	Direct

Footnotes

F1: 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).

F2: Shares are owned by the reporting person's mother who resides in the same household. Reporting person has no pecuniary interest in the shares.

F3: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F4: The reporting person received a grant of 50,000 stock options that vested in three equal annual installments beginning on August 11, 2011. The reporting person previously exercised 10,000 of these stock options.

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 15, 2014, the reporting person received a grant of 13,000 Restricted Stock Units ("RSUs") that fully vest on December 10, 2017.

F7: The reporting person received a grant of 40,000 stock options which vested 100% on December 15, 2014. The reporting person previously exercised 25,000 of her stock options.

F8: On December 11, 2014, the reporting person received a grant of 26,000 stock options. These stock options vest on December 10, 2017.